CONFORMED COPY


                             DATED 26TH JANUARY 1999


                                    AGREEMENT


      relating to the sale and purchase of certain GATX UK Terminals Assets


                           GATX TERMINALS LIMITED (1)
                              ST SERVICES LTD. (2)
                               ST EASTHAM LTD. (3)
                         GATX TERMINALS CORPORATION (4)
                SUPPORT TERMINALS OPERATING PARTNERSHIP, L.P. (5)
                       KANEB PIPE LINE PARTNERS, L.P. (6)



























                                 LAWRENCE GRAHAM
                                   190 Strand,
                                 London WC2R 1JN
                               Tel: 0171-379 0000
                               Fax: 0171-379 6854
                                Ref.: JR/G2086/67


                                     <PAGE>




                                                   CONTENTS
No.          Heading                                                      Page


1. DEFINITIONS AND INTERPRETATION............................................8

2. ASSETS TO BE SOLD........................................................18

3. CONSIDERATION............................................................19

4. PAYMENT DUE ON COMPLETION................................................20

5. CONDITIONS PRECEDENT.....................................................21

6. COMPLETION...............................................................24

7. COMPLETION STATEMENT.....................................................26

8. ACTION PENDING THE COMPLETION DATE.......................................27

9. TITLE AND RISK...........................................................29

10. PERMITS.................................................................30

11. CONTRACTS...............................................................31

12. TANK AUDIT..............................................................32

13. MUTUAL INDEMNITY........................................................33

14. EMPLOYEES...............................................................33

15. ENVIRONMENTAL...........................................................35

16. THE VENDOR'S RECEIVABLES................................................37

17. NAMES AND SIGNAGE.......................................................38

18. POST-COMPLETION ACCESS AND SERVICES.....................................38

19. VAT ....................................................................39

20. REPRESENTATIONS AND WARRANTIES..........................................41

21. LIMITATIONS ON LIABILITY................................................43

22. GUARANTEES AND INDEMNITIES..............................................45

23. KANEB, STOP AND PURCHASER'S WARRANTIES..................................46

24. ASSIGNMENT..............................................................47

25. WAIVER..................................................................48

26. NATURE OF AGREEMENT.....................................................48

27. COSTS...................................................................48

28. ANNOUNCEMENTS...........................................................48

29. CONFIDENTIALITY.........................................................49

30. FURTHER ASSURANCE.......................................................50

31. LAW AND JURISDICTION....................................................50

32. NOTICES.................................................................50

33. VARIATIONS..............................................................53

34. COUNTERPARTS............................................................53




<PAGE>


SCHEDULE 1            -     TERMINALS
SCHEDULE 2            -     EXCLUDED ASSETS
SCHEDULE 3           -      COMPLETION STATEMENT
SCHEDULE 4           -      THE WARRANTIES
SCHEDULE 5           -      GTC GUARANTEES
SCHEDULE 6           -      EMPLOYEES
SCHEDULE 7           -      ENGLISH FREEHOLD AND LEASEHOLD SCHEDULE
SCHEDULE 8           -      SCOTTISH LEASEHOLD SCHEDULE
SCHEDULE 9           -      N.I. LEASEHOLD SCHEDULE
SCHEDULE 10          -      PERMITS
SCHEDULE 11          -      CUSTOMER CONTRACTS
SCHEDULE 12          -      HIRE EQUIPMENT
SCHEDULE 13          -      SUPPLIER CONTRACTS
SCHEDULE 14          -      THIRD PARTY EQUIPMENT
SCHEDULE 15          -      ESCROW TERMS
SCHEDULE 16          -      BILLING PROCEDURES
SCHEDULE 17          -      POST-COMPLETION SERVICES
SCHEDULE 18          -      SOFTWARE APPLICATIONS


APPENDIX A           -      DATA ROOM INDEX
APPENDIX B           -      ASSIGNMENT CONTRACT
APPENDIX C           -      PRO FORMA SUB-CONTRACT
APPENDIX D           -      INSPECTION SCHEDULE (EASTHAM PRODUCT TESTING)
APPENDIX E           -      RUNCORN TANK 3 REPAIRS SCOPE OF WORK
APPENDIX F           -      ENGLISH PROPERTY DOCUMENTS
APPENDIX G           -      ENGLISH DEED OF INDEMNITY
APPENDIX H           -      MAIDENHEAD LICENCE TO UNDERLET AND UNDERLEASE
APPENDIX I           -      MURCO DEED OF RELEASE
APPENDIX J           -      SCOTTISH PROPERTY DOCUMENTS
APPENDIX K           -      NORTHERN IRELAND PROPERTY DOCUMENTS
APPENDIX L           -      BELFAST AGREEMENT FOR LEASE (DRAFT LEASE ATTACHED)
APPENDIX M           -      NORTHERN IRELAND DEED OF INDEMNITY
APPENDIX N           -      MANCHESTER SHIP CANAL LICENCES AND AGREEMENT
APPENDIX O           -      PROPERTY BUNDLE
APPENDIX P           -      RAILTRACK HEADS OF TERMS


<PAGE>

THIS AGREEMENT is made 26TH JANUARY 1999


BETWEEN:


     (1)  GATX TERMINALS  LIMITED whose registered office is at Nicholson House,
          High Street, Maidenhead, Berkshire SL6 1LQ, England ("the Vendor");


     (2)  ST SERVICES LTD. (No.  3618750) whose registered office is at 5 Appold
          Street, London EC2A 2HA ("the Purchaser");


     (3)  ST EASTHAM LTD. (No.  3619979) whose registered  office is at 5 Appold
          Street, London EC2A 2HA ("Eastham Terminal Purchaser");


     (4)  GATX  TERMINALS  CORPORATION  of  500  West  Monroe  Street,  Chicago,
          Illinois 60661, USA ("GTC");


     (5)  SUPPORT TERMINALS  OPERATING  PARTNERSHIP of 17304 Preston Road, Suite
          1000, Dallas, Texas,
               75252 USA ("STOP"); and


     (6)  KANEB PIPE LINE PARTNERS, L.P. of 2453 North Central Expressway, Suite
          700, Richardson, Texas 75080-2731, USA ("Kaneb").


WHEREAS:


(A)      The  Vendor  owns  certain  freehold  and  leasehold  interests  in the
         Terminals (as hereinafter  defined) and the businesses carried on at or
         in relation to the  Terminals and the Vendor has agreed to transfer its
         interest in the Terminals and the Business (as hereinafter  defined) to
         the Purchaser subject to and upon the terms of this Agreement.


(B)      GTC is the  parent  company of the  Vendor  and has  entered  into this
         Agreement at the request of the Purchaser to guarantee  the  Warranties
         (as hereinafter  defined) and the performance of the obligations of the
         Vendor subject to and upon the terms of this Agreement.


(C)      STOP is the parent  company of the  Purchaser and Kaneb is the ultimate
         parent  company  of  STOP  and  the  ultimate  parent  company  of  the
         Purchaser,  and each of STOP and Kaneb has entered into this  Agreement
         at the  request  of the  Vendor to  guarantee  the  warranties  and the
         performance of the obligations of the Purchaser subject to and upon the
         terms of this Agreement.


NOW IT IS AGREED as follows:

<PAGE>


1.    DEFINITIONS AND INTERPRETATION

      1.1    In this Agreement (including the Recitals and Schedules hereto) the
             following words and expressions shall, where the context so admits,
             have the following respective meanings:

               "Advanced  Billings" the  aggregate of all advanced  billings and
                    other payments  (exclusive of VAT) due to or received by the
                    Vendor  in  respect  of  any  obligations  of  the  Business
                    committed to in the ordinary  course of trading prior to the
                    Completion  Date but to be  performed  after the  Completion
                    Date;


               "Agreement" this contract made between the Vendor, the Purchaser,
                    the Eastham Terminal Purchaser,  GTC, STOP and Kaneb for the
                    sale and purchase of the Business and the Assets;


               "Assets" the Terminals,  the I.T.  Systems,  the  Contracts,  the
                    Goodwill,  the Vendor's Fixtures and Fittings,  the Vendor's
                    Chattels,  and all other property,  rights and assets of the
                    Vendor used in the Business (other than the Excluded Assets)
                    described in Clause 2;


               "Assignable  Key  Permits"  those  permits  listed  in  Part A of
                    Schedule 10;


               "Assumed Liabilities"  amounts which will fall due for payment to
                    creditors  of the Vendor in  relation  to the  Business  but
                    which are not yet  payable as at the  Completion  Date (with
                    the exception of all amounts which will fall due for payment
                    under any of the Leases) and other accruals;


               "Books  and  Records"  the  lists  of  customers  and  suppliers,
                    financial and tax records, manuals and operating procedures,
                    and all other records relating to the Business on whatsoever
                    medium they are stored  (unless  otherwise  provided in this
                    Agreement),  including the right and licence to use the same
                    for the purposes of the Business;


               "Business" the business  carried on at the date of this Agreement
                    by the Vendor at the  Terminals  being the  business  of the
                    storage of bulk liquids and related activities;


               "Business Day" a day other  than a  Saturday  on which  banks are
                    open for business in England;


               "CashFloat"  the sum of the cash  floats  held by the  Vendor  at
                    each Terminal on the Completion Date;


               "CHAPS" clearing houses automated payment system;


               "Completion"  completion of the sale and purchase of the Business
                    and the Assets in accordance  with the  provisions of Clause
                    6;


               "Completion  Date" 00.01 hours on Monday 1st  February  1999,  or
                    such other date as the parties may agree;


               "Completion Statement" the statement to be prepared and delivered
                    in accordance with the provisions of Clause 7;


               "Conditions Precedent" the conditions specified in Clause 5.1;


               "Consideration"  the  consideration  for the sale of the Business
                    and the Assets as described in Clause 3;


               "Contaminated  Land  Regime" the  liability  regime in respect of
                    contaminated land whensoever  brought into force pursuant to
                    the provisions in Part IIA of the  Environmental  Protection
                    Act 1990 and any statutory  guidance notes,  regulations and
                    equivalent   controls   enacted  at  any  time  under  those
                    provisions;


               "Contracts" all  contracts and  agreements  entered into prior to
                    the Completion Date binding on the Vendor in connection with
                    the  Business  (and no  other  part of the  business  of the
                    Vendor)  listed in Schedules 11, 12, 13 and 18 including the
                    Customer Contracts, the Supplier Contracts, and any computer
                    maintenance  and service  contracts  which at the Completion
                    Date  remain  (in  whole  or in  part)  to be  completed  or
                    performed,  but  excluding  any Excluded  Assets (other than
                    Supplier  Contracts  relating  to  Hire  Equipment)  and any
                    leases,  subleases,  licences,  tenancy  agreements or other
                    contracts  relating to the Terminals that are subject to the
                    provisions of the Property Conditions Schedules;


               "Customer  Contracts" all contracts and  agreements  entered into
                    prior to the  Completion  Date  binding on the  Vendor  with
                    customers  for the  provision  of  services by the Vendor in
                    connection  with the Business which at the  Completion  Date
                    remain (in whole or in part) to be  completed  or  performed
                    including  (without  limitation) those listed in Schedule 11
                    headed "Customer Contracts";


               "Cut Off Time" bears the meaning ascribed to it in Clause 12.1;


               "DataRoom  Index"  the data  room  index  identified  as such and
                    annexed hereto as Appendix `A';


               "Defaulting  Party"  bears the  meaning  ascribed to it in Clause
                    6.3;


               "Disclosure Letter" a letter of the same date as this  Agreement,
                    with the attachments thereto, addressed by the Vendor to the
                    Purchaser in relation to the  Warranties in accordance  with
                    Clause 22;


               "Employees" those persons who are listed in Schedule 6;


               "Encumbrance"  any  mortgage,   charge,   pledge,   lien,  claim,
                    security,  or other third party right or interest  (legal or
                    equitable) or  restriction  over or in respect of the use of
                    the relevant asset, security or right;


               "English Freehold and Leasehold  Schedule"  Schedule 7 containing
                    the terms and conditions of sale of the Terminals in England
                    to which the Vendor holds a freehold or leasehold title;

               "English Leases" the leases  specified in the Second  Addition to
                    the English Freehold and Leasehold Schedule;


               "Environment" all or any of the following  media:  air (including
                    air  within   buildings   and  other   natural  or  man-made
                    structures   above  or  below  ground),   water   (including
                    groundwater,   surface  and  sub-surface   water)  and  land
                    (including  all land whether at surface or below ground) and
                    shall  include  any  living  organisms  or other  ecological
                    systems supported by the said media;


               "Environmental  Laws" means (i) all laws  (whether of England and
                    Wales  or  any  other   jurisdiction   whatsoever)   whether
                    presently existing or in future, including without prejudice
                    to  the   generality   of  the  foregoing   European   Union
                    Directives, national and local statutes, codes, legislation,
                    rules, regulations,  statutory instruments,  orders, notices
                    and  (ii)  all  common  law or other  judgments  or  orders,
                    instructions  or awards of any court or competent  authority
                    whatsoever  (whether  of  England  and  Wales  or any  other
                    jurisdiction  whatsoever)  whether presently  existing or in
                    future insofar as anything  referred to in (i) or (ii) above
                    relates to (a) health and/or safety or (b) pollution  and/or
                    protection and/or condition of the Environment including all
                    statutory   nuisance   and  the   manufacture,   processing,
                    distribution,  use, treatment,  storage, disposal, transport
                    and handling (including without limitation thereto the leak,
                    emission,  seepage,  discharge,  burial,  dumping,  deposit,
                    release  and  migration)  of any  waste or  other  hazardous
                    material;


               "Environmental  Permits"  all Permits  which are  required  under
                    Environmental  Law in  order to  carry  on the  Business  in
                    compliance with Environmental Laws;


               "Escrow  Account"  shall  bear  the  meaning  ascribed  to  it in
                    Paragraph 1 of Schedule 15;


               "Escrow Amount" the aggregate  amount of the Tank 1 Retention and
                    the Tank 3 Retention (as those terms are defined in Schedule
                    15);


               "Escrow Terms" the terms set out in Schedule 15;


               "Executive  Summary" the document  entitled  "Executive  Summary"
                    dated  13th March  1998 and  delivered  by the Vendor to the
                    Purchaser prior to the date hereof.


               "Excluded Assets" the items set out in Schedule 2;


               "Excluded  Employees"  any  employees  of the  Vendor who are not
                    Employees;


               "Final Claim Date" 31st March 2000;


               "Final  Monitoring"  bears the  meaning  ascribed to it in Clause
                    12.2;


               "Final  Payment  Date"  the date  falling  14 days  after the net
                    amount payable pursuant to the Completion Statement has been
                    finalised  and  communicated  to each of the  Vendor and the
                    Purchaser pursuant to Clause 7;


               "Financial  Summaries"  the financial  summary for each Terminal,
                    attached to the Disclosure Letter;


               "Goodwill" the goodwill of the Business  (excluding  any goodwill
                    associated  with the Names)  together with the right for the
                    Purchaser to hold itself out as carrying on that part of the
                    Business previously carried on from each Terminal;


               "GTC Guarantees"   those   guarantees   provided  by  GTC,  short
                    particulars of which are set out in Schedule 5;


               "GTC Indemnified  Claims"  bears the  meaning  ascribed  to it in
                    Clause 22.5;


               "Hazardous  Waste"  any  material  not held by the  Vendor  under
                    contract,  the disposition of which is subject to regulation
                    as "special waste" under Environmental Laws;


               "HireEquipment"  any  equipment  on hire or lease  located at the
                    Terminals  at the date  hereof  and not owned by the  Vendor
                    listed in Schedule 12 headed "Hire Equipment";


               "ICTA" Income and Corporation Taxes Act 1988;


               "Inspector" bears the meaning ascribed to it in Clause 12.1;


               "I.T.Systems" all the computer equipment and software  (excluding
                    Novell Groupwise) owned or licensed for use at the Terminals
                    or Maidenhead by the Vendor and/or GTC;


               "Kaneb" Kaneb Pipe Line Partners, L.P.;


               "Key Customer  Contracts" those Customer  Contracts so identified
                    in Schedule 11;


               "Leases" the English  Leases,  the  Scottish  Leases and the N.I.
                    Lease;


               "Liability" shall have the meaning  given  thereto in  sub-Clause
                    21.1;


               "Names" "GATX",  "GATX  Terminals  Corporation",  "GATX Terminals
                    Limited" "GTC", "GTL" or "GATX Corporation";


               "N.I.Lease"  the  lease  specified  in  Paragraph  6 of the  N.I.
                    Leasehold Schedule;


               "N.I.Leasehold  Schedule"  Schedule  9  containing  the terms and
                    conditions  of sale of the  Terminal in Northern  Ireland to
                    which the Vendor holds a leasehold title;


               "Non-Assignable  Key Permits"  those Permits  listed in Part B of
                    Schedule 10;


               "Non-Defaulting Party" bears the meaning ascribed to it in Clause
                    6.3;


               "PAYE" income tax paid under "Pay As You Earn" deduction;


               "Permits"  any  licences,  consents,   approvals,   certificates,
                    registrations,  qualifications,  specifications or any other
                    authorisation  required to carry on the proper and efficient
                    operation of all or part of the Business  listed in Schedule
                    10 headed "Permits";


               "Prepayments" the  aggregate  amount of all payments  made by the
                    Vendor prior to the Completion Date for goods to be supplied
                    or services to be performed in respect of the Business after
                    the Completion Date (with the exception of any payments made
                    under any of the Leases);


               "Properties" the properties  described in the Property Conditions
                    Schedules;


               "Property  Bundle"  the bundle of  documents  and  correspondence
                    annexed as Appendix O;


               "Property   Conditions   Schedules"  the  English   Freehold  and
                    Leasehold Schedule,  the Scottish Leasehold Schedule and the
                    N.I. Leasehold Schedule;


               "Pro Rated  Adjustment" the value of the Vendor's Stock, the Cash
                    Float  and the  Prepayments  less the  value of the  Assumed
                    Liabilities and the Advanced Billings (to the extent payment
                    of Advanced  Billings has been  received by the Vendor as at
                    the Completion Date) as at the Completion  Date,  determined
                    as described in Clause 7.2;


               "Purchase Price" the price for the sale of the  Business  and the
                    Assets,  being the sum of Twenty two million six hundred and
                    forty eight thousand pounds ((pound)22,648,000), which shall
                    be apportioned  between the Assets in accordance with Clause
                    3.1;


               "Purchaser" ST  Eastham  Ltd.  with  respect  to the  Assets  and
                    Business   associated  with  the  Eastham  Terminal  and  ST
                    Services  Ltd.  with  respect  to the  Assets  and  Business
                    associated with the other Terminals;


               "Purchaser's Accountants" KPMG Peat Marwick or such other firm of
                    chartered accountants as the Purchaser may specify from time
                    to time;


               "Purchaser's Group" the Purchaser,  its ultimate holding company,
                    and any subsidiary of such holding company;


               "Purchaser's Solicitors" Ashurst Morris Crisp of Broadwalk House,
                    5  Appold  Street,  London  EC2A 2HA or such  other  firm of
                    solicitors as the Purchaser may specify from time to time;


               "Reconciliation Audit" bears the meaning ascribed to it in Clause
                    12.1;


               "Regulatory  Action" any action taken by a  Regulatory  Authority
                    pursuant to Environmental  Laws requiring  Remediation Works
                    whether on a voluntary or mandatory basis;


               "Regulatory  Authority" a regulatory  authority  empowered  under
                    Environ-mental  Laws  to  regulate  the  Environment  and/or
                    implement or enforce  Environmental  Laws including  without
                    limitation the Environmental Agency and local authorities;


               "Remediation  Works" all or any works  required  by a  Regulatory
                    Authority  to be carried  out in order to clean up,  remove,
                    treat,  remediate  or otherwise  deal with any  pollution or
                    contamination of the Environment;


               "Replies to  Pre-contract  Enquiries"  Property  the  replies  to
                    enquiries before contract relating to property matters which
                    are contained in the Property Bundle;

               "Rights" shall have the meaning given thereto in Clause 25;


               "Schemes" bears the meaning  ascribed to it in  Paragraph  5.5 of
                    Schedule 4;


               "Scottish Leases" the leases  specified in the Second Addition to
                    the Scottish Leasehold Schedule;


               "Scottish Leasehold Schedule" Schedule 8 containing the terms and
                    conditions of sale of the Terminals in Scotland to which the
                    Vendor holds a leasehold title;


               "Signage" all signs, posters,  panels, name plates, and lettering
                    at any of  the  Terminals  carrying  any  of  the  Names  or
                    otherwise relating to the Vendor's corporate identity;


               "STOP" Support Terminals Operating Partnership, L.P.;


               "Supplier  Contracts" all contracts and  agreements  entered into
                    prior to the  Completion  Date  binding on the  Vendor  with
                    suppliers  (i) for the  sale of goods  or the  provision  of
                    services  to the Vendor  primarily  in  connection  with the
                    Business or (ii) in relation to the Hire Equipment, which in
                    either case remain (in whole or in part) to be  completed or
                    performed  at  the  Completion   Date,  (but  excluding  any
                    Excluded Assets and any leases, subleases, licences, tenancy
                    agreements or other contracts relating to Terminals that are
                    subject  to  the  provisions  of  the  Property   Conditions
                    Schedules)  including  (without  limitation) those listed in
                    Schedule 13 headed "Supplier Contracts";


               "Taxation" all forms of  taxation  and  statutory,  governmental,
                    state,    provincial,    local   government   or   municipal
                    impositions,  duties, contributions and levies, in each case
                    whether of the United Kingdom or elsewhere, whenever imposed
                    and all  penalties,  charges,  costs and  interest  relating
                    thereto;


               "Terminals"  the  bulk  liquid   storage   terminal  sites  short
                    particulars of which are set out in Schedule 1 (and referred
                    to in the Property Conditions Schedules in each case as "the
                    Property");


               "Third Party Equipment" any special equipment  supplied and owned
                    by any  customer of the  Business  for use in the storage or
                    handling  of any  products  stored by that  customer  at the
                    Terminals   listed  in  Schedule  14  headed   "Third  Party
                    Equipment";


               "Transfer  Regulations" the Transfer of Undertakings  (Protection
                    of   Employment)   Regulations   1981  and  the   Collective
                    Redundancies  and Transfer of  Undertakings  (Protection  of
                    Employment) (Amendment) Regulations 1985;


               "VAT" United Kingdom Value Added Tax;


               "VATA 1994" the Value Added Tax Act 1994;


               "VAT Order" the Value Added Tax (Special Provisions) Order 1995;


               "Vendor" GATX Terminals Limited;


               "Vendor's  Accountants"  Messrs Ernst & Young of Becket House,  1
                    Lambeth  Palace Road,  London SE1 7EU or such other auditors
                    of the Vendor for the time being;


               "Vendor's  Chattels"  all loose  plant,  machinery,  spare parts,
                    tools,  equipment and chattels  owned by the Vendor and used
                    primarily in  connection  with the Business as carried on by
                    the  Vendor  for  the  period  of six  months  prior  to the
                    Completion Date at any of the Terminals,  but excluding Hire
                    Equipment;


               "Vendor's Fixtures and  Fittings" all fixed and immovable  plant,
                    machinery  and  equipment  on each  Terminal  (which for the
                    purposes  of  this   Agreement,   including   the   Property
                    Conditions  Schedule,  shall be treated  as forming  part of
                    each  relevant  Terminal)  and used  primarily in connection
                    with the Business as carried on by the Vendor for the period
                    of six  months  prior to the  Completion  Date at any of the
                    Terminals, but excluding Hire Equipment;


               "Vendor's Group" the Vendor, its ultimate holding company and any
                    subsidiary of such holding company;


               "Vendor's Pension Scheme" the GATX-UK Pension Scheme  established
                    by a deed dated 31st August 1990;


               "Vendor's  Receivables"  all payments  accrued or accruing due to
                    the Vendor as at the Completion  Date for services  supplied
                    by the  Vendor in the  course of  carrying  on the  Business
                    prior to the Completion Date;


               "Vendor's  Solicitors"  Messrs.  Lawrence  Graham of 190  Strand,
                    London WC2R 1JN;


               "Vendor's Stock" the Vendor's  inventory of fuel oil and nitrogen
                    owned  by the  Vendor  for use at the  Terminals  valued  at
                    replacement cost;


               "Vendor's Terminal  Manager" the GATX terminal manager at each of
                    the Terminals on the date hereof; and


               "Warranties" the representations and warranties set out in Clause
                    20 and Schedule 4.

1.2 References to Clauses, sub-clauses and Schedules are unless otherwise stated
references to Clauses and  sub-clauses of and Schedules to this  Agreement,  and
the  Schedules  shall form part of this  Agreement and shall have the same force
and effect as if expressly set out in the body of this Agreement.

1.3 Any document expressed to be "in the agreed form" means a document in a form
agreed by (and for the purpose of  identification  signed or initialled by or on
behalf of) the parties hereto.

1.4 References in this Agreement to statutory  provisions  shall be construed as
references to those  provisions as respectively  amended or re-enacted  (whether
before  or after  the date  hereof)  from  time to time and  shall  include  any
provisions   of  which  they  are   re-enactments   (whether   with  or  without
modification) and any subordinate  legislation made from time to time under such
provisions  (but,  with the exception of the  application  of the  provisions of
Clause 15, not so as to produce  any  greater  liability  for any of the parties
hereto than would have existed under the relevant provision in the form in which
it stood as at the date hereof).

1.5 The table of contents and  headings in this  Agreement  are for  convenience
only and shall not affect the construction hereof.

1.6 A reference  to one gender  shall  denote all genders and a reference to the
singular shall include the plural and vice versa.

1.7  References to a "company"  shall be construed so as to include any company,
corporation  or other body  corporate,  wherever  and  however  incorporated  or
established;  references  to a "person"  shall be construed so as to include any
individual, firm, company, government, state or agency of the state or any joint
venture,  association  or  partnership  (whether  or not being a separate  legal
personality).

1.8 In the event of any conflict or inconsistency  between the provisions of the
Property  Conditions  Schedule and any other  provisions of this Agreement,  the
Property Conditions Schedule shall prevail.

1.9  References to "Purchaser"  shall,  unless the context  otherwise  requires,
include the Eastham Terminal Purchaser.

2.           ASSETS TO BE SOLD

2.1 The Vendor shall sell and the Purchaser shall purchase as a going concern as
at and  with  effect  from  the  Completion  Date  (subject  to  the  Conditions
Precedent)  the  Business  and the  Assets  (other  than the  Excluded  Assets),
comprising:

             2.1.1       Grays Freehold


             2.1.2       the Vendor's interests in the Leases;


             2.1.3       the Goodwill;


             2.1.4       the Vendor's Fixtures and Fittings;


             2.1.5       the Vendor's Chattels and I.T. Systems;


             2.1.6       the benefit of the Contracts;


             2.1.7       the benefit of any sums to which the Vendor is entitled
                         either  from third  parties or  insurers  in respect of
                         damage or injury to the Terminals or other Assets, save
                         for  any  entitlement  to  any  sums  from  contractual
                         warranty or insurance claims  specifically  excluded in
                         the  second  paragraph  of Clause  15.2 and save to the
                         extent  of  sums   properly   expended   prior  to  the
                         Completion Date in making good damage or injury; and


             2.1.8       the Books and Records.

2.2  The Vendor hereby represents,  warrants,  covenants and undertakes with the
Purchaser as follows:

             2.2.1       that it has the right to  dispose of the  interests  in
                         the  Business and the Assets which it purports to sell;
                         and


             2.2.2       that it is disposing of its interests in the Assets and
                         the Business free from any Encumbrance  (but subject to
                         and upon the  terms of this  Agreement,  and  except as
                         provided in the Property Conditions Schedules) together
                         with  all  such  rights  now  or  hereafter   attaching
                         thereto.

2.3 The Vendor makes no warranty or representation as to the currency,  accuracy
or legal compliance of any of its manuals, operating procedures or other written
materials  relating  to the  manner  in which  the  Vendor  operated  any of the
Terminals immediately prior to the Completion Date which may be delivered to the
Purchaser  and  accordingly  any use  which the  Purchaser  may make of any such
materials  is  entirely  at the  Purchaser's  own risk and the  Purchaser  shall
indemnify  and hold the  Vendor  indemnified  accordingly.  In the  event of any
conflict  or  inconsistency  between  this  Clause 2.3 and the  Warranties,  the
provisions  of  this  Clause  2.3  shall  prevail.   3.   CONSIDERATION   3.1The
Consideration  in respect of the Assets referred to in this sub-Clause 3.1 shall
be the Purchase Price which shall be apportioned between the Assets concerned as
set out in sub-clauses 3.1.1 to 3.1.7:

             3.1.1       the Grays Freehold - (pound)601,000;

             3.1.2       the Leases - -(pound)5,000;

             3.1.3       the Goodwill - (pound)1;

             3.1.4       the Vendor's Fixtures and Fittings - (pound)20,432,000;

             3.1.5       the Vendor's Chattels and I.T. Systems 
                         - (pound)1,609,997;

             3.1.6       the Contracts - (pound)1; and

             3.1.7       the Books and Records- (pound)1.

3.2That  part  of the  Purchase  Price  apportioned  to the  Leases  set  out in
sub-Clause  3.1.2, and the Vendor's  Fixtures and Fittings set out in sub-Clause
3.1.4, and the Vendor's  Chattels and I.T. Systems set out in sub-clause  3.1.5,
shall be further apportioned between the individual Terminals as follows:

             Grays F&F- (pound)4,934,000

             Grays Chattels and I.T. Systems - (pound)474,000

             Eastham Lease - (pound)1,000

             Eastham F&F - (pound)10,141,000

             Eastham Chattels and I.T. Systems - (pound)627,000

             Runcorn Lease - (pound)1,000

             Runcorn F&F - (pound)779,000

             Runcorn Chattels and I.T. Systems - (pound)74,000

             Belfast Lease - (pound)1,000

             Belfast F&F - (pound)1,872,000

             Belfast Chattels and I.T. Systems - (pound)178,997

             Leith Lease - (pound)1,000

             Leith F&F - (pound)1,353,000

             Leith Chattels and I.T. Systems - (pound)128,000

             Glasgow Lease - (pound)1,000

             Glasgow F&F - (pound)1,353,000

             Glasgow Chattels and I.T. Systems - (pound)128,000.

3.3 The Pro  Rated  Adjustment  and any  other  relevant  adjustments  shall  be
determined  pursuant to the Completion  Statement and/or the Property Conditions
Schedule.

4.           PAYMENT DUE ON COMPLETION

4.1 On  Completion  the  Purchaser  shall pay to the Vendor the  Purchase  Price
together  with or  subject  to (as the  case may be) such  amount  (negative  or
positive)  as the  Vendor  shall  bona fide  estimate  and not less  than  three
Business Days prior to the  Completion  Date shall notify to the Purchaser to be
the value of:

             4.1.1       the Pro Rated Adjustment; and


             4.1.2       any  other  adjustments  to be  made  pursuant  to  the
                         Property Conditions Schedule.

4.2 Such  payment  shall  be made in  Pounds  Sterling  by  CHAPS  and/or  other
electronic  means giving  immediate  value to the Vendor or such other person as
the Vendor  shall  direct or in such other  manner as may be agreed  between the
payer and payee.

4.3 Any money which  shall be sent by wire  transfer or CHAPS shall be deemed to
have  been  paid at such time as the  receiving  bank  shall  have  received  it
provided  that if the day of receipt shall not be a Business Day then the day of
receipt shall be deemed to be the next Business Day.

5.           CONDITIONS PRECEDENT

5.1 Completion is conditional on the following  conditions being satisfied on or
before the Completion Date:

             5.1.1       the grant of landlords' licences to assign (or consents
                         to assignation,  where  appropriate) in accordance with
                         the Property Conditions Schedules;


             5.1.2       the  grant  of  the   landlord's   licence  to  sub-let
                         the  Maidenhead  office  referred to in Paragraph 17 of
                         Schedule 7;


             5.1.3       the  assignment  by the Vendor to the  Purchaser of all
                         Assignable  Key Permits and the grant to the  Purchaser
                         by the relevant issuing authority of all Non-Assignable
                         Key  Permits,  in each case in order that the Vendor is
                         able to  deliver to the  Purchaser  at  Completion  the
                         documents  referred to in Clause  6.1.6(f) (in the case
                         of such  documents  described  as  being  the  Vendor's
                         letter, in a form approved by the Purchaser);


             5.1.4       the  assignment  by the Vendor to the  Purchaser of the
                         Key Customer Contracts (including the attainment of any
                         third party  consents  thereto if  applicable)  and the
                         execution of novation  agreements  for any Key Customer
                         Contracts not capable of assignment;


             5.1.5       the Warranties  being true and accurate in all material
                         respects immediately prior to Completion as though then
                         made, and as though the Completion Date was substituted
                         for the date hereof through the Warranties;


             5.1.6       the  performance  or  compliance  by the  Vendor in all
                         material respects, with all covenants,  agreements, and
                         conditions  contained in this Agreement to be performed
                         or  complied  by  the  Vendor  prior  to or  as of  the
                         Completion  Date without  regard to any  exceptions set
                         forth in the  certificate  provided  pursuant to Clause
                         6.1.6(I); and


             5.1.7       except as  permitted or  contemplated  by, or disclosed
                         in, this Agreement or the Disclosure letter,  there has
                         been no event or  circumstance  or  series of events or
                         circumstances  which  individually  or in the aggregate
                         would have a material  adverse effect on the operations
                         of the Terminals since the date of this Agreement.

5.2

             5.2.1       The Purchaser  shall use all  reasonable  endeavours to
                         satisfy the Conditions  Precedent in Clause 5.1.3 (with
                         respect  to   Non-Assignable   Key   Permits)  and  the
                         Purchaser shall use all reasonable endeavours to assist
                         the  Vendor to  satisfy  the  Conditions  Precedent  in
                         Clauses   5.1.1  to  5.1.2,   5.1.3  (with  respect  to
                         Assignable Key Permits) and 5.1.4 .


             5.2.2       Without  prejudice  to  the  generality  of  sub-clause
                         5.2.1,  in order to procure the grant of the landlords'
                         licences to assign referred to in Clause 5.1.1:


                         (a)    Kaneb shall offer,  by deed,  to  guarantee  the
                                performance   of  the  lessee's   covenants  and
                                obligations  contained in the relevant Lease (as
                                amended  or  varied by any  other  document)  on
                                terms reasonably  acceptable to the landlord but
                                not more  onerous  than those  existing  for the
                                Vendor's Group; and


                         (b)    the Purchaser shall offer to enter into a direct
                                covenant   with  the  landlord  to  observe  and
                                perform the lessee's or grantee's  covenants and
                                obligations  contained in the relevant Lease (as
                                amended or varied by any other  document) in the
                                form reasonably required by the landlord but not
                                under terms more onerous than those existing for
                                the Vendor's Group.

5.3

             5.3.1       The  Vendor  shall  use all  reasonable  endeavours  to
                         fulfil the  Conditions  Precedent  in Clauses  5.1.1 to
                         5.1.2,  5.1.3 (with respect to Assignable Key Permits),
                         and  5.1.4  and the  Vendor  shall  use all  reasonable
                         endeavours  to assist  the  Purchaser  to  satisfy  the
                         Conditions  Precedent in Clauses  5.1.1 and 5.1.3 (with
                         respect to Non-Assignable Key Permits).


             5.3.2       Without  prejudice  to  the  generality  of  sub-clause
                         5.3.1,  the Vendor agrees to make all  applications and
                         submissions of information to Regulatory Authorities as
                         required  or  expected  of a going  concern in order to
                         seek to procure the  assignment of the  Assignable  Key
                         Permits to the Purchaser.


5.4 If at any time either party  becomes  aware of a matter that might prevent a
Condition  Precedent  being  satisfied,  it shall  immediately  inform the other
party, and the other party may then seek to satisfy such condition.

5.5 At any time,  the Purchaser may without  prejudice to any rights it may have
under this Agreement (but subject to Clause 5.7) waive a Condition  Precedent by
notice in writing to the Vendor, on any terms it decides.

5.6 Subject to Clause 5.7, if a Condition  Precedent  has not been waived by the
Purchaser  and has not been  satisfied  on or before the  Completion  Date,  the
Purchaser may on that date by notice in writing to the Vendor:

             5.6.1       waive the Condition Precedent; or


             5.6.2       postpone  the  Completion  Date  by not  more  than  10
                         Business  Days  (but  the  Purchaser  may not  postpone
                         Completion more than once without the Vendor's  written
                         consent); or


             5.6.3       terminate this Agreement.

5.7 In the event that the  Vendor's  certificate  to be  furnished  pursuant  to
Clause 6.1.6(i) states any exceptions to the Warranties  being true and accurate
in all  material  respects  at and as of the  Completion  Date  (other  than the
exceptions in the Disclosure Letter), Completion shall at the written request of
the  Vendor be  postponed  for a period  of  thirty  days from the date that the
Vendor  tenders such  certificate to allow the Vendor an opportunity to cure any
such matter identified in such  certificate.  If the Vendor is unable to cure or
in the exercise of its commercial  judgment cannot  economically  justify curing
such exception and therefore chooses not to do so, then the Purchaser may either
terminate  this  Agreement  by written  notice to the Vendor (in which case this
Agreement shall be deemed to have been terminated  without liability on the part
of any party  hereto save for any  reimbursement  due pursuant to Clause 5.8) or
may elect to proceed  to  Completion  in which  event it shall be deemed to have
waived such material exception.

5.8 In the event that  Completion  is postponed or this  Agreement is terminated
pursuant to Clause 5.7 then the Vendor  shall  reimburse  to the  Purchaser  the
Purchaser's  cost of borrowing  such sum as is provided for in Clause 4.1 during
the period of postponement  (being either the period until the actual Completion
Date or until the date of  termination  of this  Agreement or for a period of 30
days,  whichever is the shorter).  The Purchaser's  "cost of borrowing" for this
purpose  shall be the cost which the  Purchaser  shall  reasonably  and properly
incur to its bankers in drawing  down the  relevant  amount  from its  borrowing
facility,  less the amount of any  interest  or other  financial  benefit  which
accrues to the Purchaser on the redeployment of such monies. The Purchaser shall
use its reasonable endeavours to mitigate its cost of borrowing. The Purchaser's
cost of  borrowing  and  benefit  of  redeployment  shall  be  certified  by the
Purchaser and verified by such supporting  evidence as the Vendor may reasonably
require.

5.9 If the Purchaser  postpones the  Completion  Date in accordance  with clause
5.6.2,  the provisions of this Agreement apply as if that other date is the date
set for Completion in clause 6.1.

5.10 If the Purchaser  terminates this Agreement  pursuant to clause 5.6.3, each
party's further rights and  obligations  cease  immediately on termination,  but
termination does not affect a party's accrued rights and obligations at the date
of termination.

6.           COMPLETION

6.1  Subject to Clause 5,  Completion  shall  take  place at the  offices of the
Vendor's  Solicitors by not later than 12 noon on the  Completion  Date when all
(unless  the  parties  otherwise  agree)  of the  following  business  shall  be
transacted:

             6.1.1       the Vendor  shall  complete  the sale of the  Terminals
                         (upon the terms of the Property  Conditions  Schedules)
                         and the Business and the Assets;


             6.1.2       the Purchaser  shall pay to the Vendor  such  sum as is
                         provided for in Clause 4.1;


             6.1.3       the Vendor shall pay the Escrow  Amount into the Escrow
                         Account (and the Escrow Terms shall then apply thereto)
                         for  the  repair  of  tanks  1  and  3 at  the  Runcorn
                         terminal;

             6.1.4       the Vendor shall give  possession  to the  Purchaser of
                         the  Terminals and the Assets hereby agreed to be sold;

             6.1.5       the  Vendor  and  the  Purchaser   shall  complete  the
                         sub-lease of 4th floor,  Nicholson  House,  Nicholson's
                         Walk, Maidenhead; and

             6.1.6       the   Vendor   shall  deliver or  make available to the
                         Purchaser:

                         (a)    the Books and Records;

                         (b)    such of the Assets as are capable of transfer by
                                delivery  (it being  agreed  that such  delivery
                                shall  take  place at the place  where  they are
                                situated);

                         (c)    the  software   licences  or   registered   user
                                agreements  for  those  I.T.  Systems  where the
                                licences or agreements  are equipment  specific,
                                together  with  assignments  of such licences or
                                agreements   for  those  IT  Systems  which  are
                                subject to  assignable  licences or  agreements,
                                and notices to the licensors for those  licences
                                identified as "equipment specific" (in each case
                                as   identified  on  the  Schedule  of  Software
                                Applications in Schedule 18);

                         (d)    duly executed  assignments  and/or  novations of
                                the Key  Customer  Contracts  (and of such other
                                Customer Contracts as may then be available) and
                                consents thereto in the agreed form;

                         (e)    duly executed  assignments  and/or  novations of
                                such of the  Supplier  Contracts  as may then be
                                available;

                         (f)    the documents  relating to the Permits described
                                in  Column  5  (under  the  heading  "Completion
                                Document") in Schedule 10;

                         (g)    a certified copy of Board resolutions  passed at
                                a meeting of the Vendor's  board of directors at
                                which its  directors  shall  have  approved  the
                                Vendor  entering  into  this  Agreement  and the
                                agreements and arrangements  contemplated  under
                                this Agreement;

                         (h)    releases under seal of any  Encumbrance to which
                                any of the Assets are subject  duly  executed by
                                those entitled to the benefit thereof,  provided
                                that for the  purposes of this  clause  6.1.6(h)
                                only the  expression  "Assets" shall not include
                                any Assets in respect of which the provisions of
                                the Property Conditions Schedules apply; and

                         (i)    a  certificate   signed  by  a  duly  authorised
                                officer  on behalf of the Vendor  stating  that,
                                subject  to the  exceptions  in  the  Disclosure
                                Letter,  the Warranties are true and accurate in
                                all material  respects as at the Completion Date
                                as though then made and as though the Completion
                                Date  was   substituted   for  the  date  hereof
                                throughout the Warranties,

whereupon the title thereto shall pass to the Purchaser by such delivery.

6.2 If either the  Purchaser  or the Vendor does not comply in any respect  with
its obligations under sub-Clause 6.1 then the party not in default:

             6.2.1       may agree that Completion  shall  take  place  notwith-
                         standing any such failure; or

             6.2.2       shall be entitled (in addition and without prejudice to
                         any  other  rights  available  to  it) to  give  notice
                         prescribing a new date for Completion  (such date being
                         a date  that is not less  than 7 days and not more than
                         28 days after the original  agreed date of  Completion)
                         in which case the  provisions  of Clause 6 (other  than
                         this  sub-clause  6.2) shall apply to  Completion as so
                         deferred; or

             6.2.3       if, following an adjournment of Completion  pursuant to
                         Clause 6.2.2, Completion does not take place on the new
                         date then in addition to the remedies in Clause 6.2 the
                         non-defaulting party shall terminate the Agreement with
                         effect from the new date set for Completion and neither
                         party shall have any claim  against the other under it,
                         except  for  any  claim  arising  from  breach  of  the
                         undertakings  in Clauses 29 and 30 and as  provided  in
                         Clause 6.3 hereof.

6.3 In the event that either party ("the Defaulting Party") does not comply with
its  obligations  under  Clause 6.1,  then the other party ("the  Non-Defaulting
Party") shall be entitled (in addition and without prejudice to any other rights
or remedies available to it) to terminate this Agreement,  but in the event that
the  Non-Defaulting  Party  elects to  proceed  pursuant  to Clause  6.2.2.  but
Completion  is thereby  delayed the  Defaulting  Party shall pay interest on the
amount  payable  pursuant to Clauses  6.1.2 and 6.1.3 hereof at the base rate of
the Royal Bank of Scotland  from time to time for the period from and  including
the Completion  Date until and including the day prior to the date of Completion
or the date of termination of the Agreement (as the case may be), which interest
shall be  deemed  to be  payable  to the  Non-Defaulting  Party  notwithstanding
termination of the Agreement.

7.                        COMPLETION STATEMENT

7.1 As soon as possible after the  Completion  Date the Vendor shall prepare and
the Vendor and the Purchaser shall jointly instruct the Vendor's  Accountants to
certify a statement (the "Completion Statement") for the purposes of calculating
and  certifying the net amount payable on the Final Payment Date on the basis of
such calculation.  The parties will  respectively  endeavour to procure that any
information  reasonably  required  by the  Vendor's  Accountants  will  be  made
available to enable the said certification to be completed.

7.2 For  the  purpose  of  calculating  the  net  amount  payable  described  in
sub-Clause  7.1, the Completion  Statement  shall be prepared in accordance with
the principles set out in Schedule 3 and the Vendor's  Accountants shall issue a
certificate with respect thereto jointly addressed to each of the Vendor and the
Purchaser.  The Vendor and the Purchaser shall each afford every  assistance and
use all reasonable  endeavours to ensure that the Completion  Statement shall be
prepared and delivered to the Vendor and the Purchaser as soon as possible after
the Completion Date.

7.3 Subject to Clause 7.4, the certificate of the Vendor's  Accountants referred
to in sub-clause  7.1 as to the net amount  payable  pursuant to the  Completion
Statement  shall be  binding on the  parties  hereto and the amount due shall be
paid by the  relevant  party on the Final  Payment  Date by CHAPS  and/or  other
electronic means giving immediate value.

7.4 The Purchaser  shall notify the Vendor in writing within 14 business days of
receiving  the  Completion  Statement  either  that it approves  the  Completion
Statement,  or that it does not so approve it together  with written  details of
the matters relating to the Completion Statement which it disputes.

7.5 Any matter  which the  Purchaser  shall  dispute may be  referred  for final
settlement  to a chartered  accountant  nominated  jointly by the Vendor and the
Purchaser or, failing such nomination within 14 days after the request of either
of those  parties  to the  other,  nominated  at the  request of either of those
parties  by the  President  for the time  being of the  Institute  of  Chartered
Accountants in England and Wales. The chartered accountant (howsoever appointed)
shall act as an expert and not as an  arbitrator  and his or her  decision as to
the matter in dispute  shall (in the  absence  of  manifest  error) be final and
binding on the parties. In the event that the amount in dispute is determined by
the expert to vary from the amount certified by the Vendor's Accountants by more
than 5% of the  certified  amount,  then the expert's  fees shall be paid by the
Vendor, but shall otherwise be paid by the Purchaser.

7.6  Following  settlement  of any such matter  which the  Purchaser  shall have
disputed  (whether  settled pursuant to sub-Clause 7.5 or otherwise by agreement
between  the  Vendor  and the  Purchaser),  the  Completion  Statement  shall be
finalised in accordance  with that  settlement and payment shall then be made in
accordance with sub-clause 7.3.

7.7 The  Completion  Statement is subject to correction and adjustment by either
party for a period of 3 months following it being finalised to take into account
any matter that would have affected the calculation of the Completion  Statement
in accordance with this Clause 7 but not included at the time it was calculated,
or to rectify  any  miscalculation  not  identified  at the time the  Completion
Statement was  calculated in accordance  with Clause 7, and such  correction and
adjustment  shall be agreed by the parties in accordance with the provisions set
out in Clauses 7.2 to 7.6 inclusive.

8.           ACTION PENDING THE COMPLETION DATE

8.1 The  Vendor  undertakes  that  prior to the  Completion  Date  except at the
written  request or with the consent of the  Purchaser  (such  consent not to be
unreasonably  withheld  or  delayed) or  otherwise  as provided in the  Property
Conditions Schedules:

             8.1.1       that all  reasonable  measures are taken to protect and
                         preserve  the Business and Assets and that the Business
                         will be carried on as a going  concern in the  ordinary
                         course of  business as if this  Agreement  had not been
                         entered  into and,  for the  avoidance  of  doubt,  the
                         Vendor will not voluntarily  cease to carry on any such
                         business at any of the  Terminals  nor seek to transfer
                         all or any part of any such  business  away from any of
                         the Terminals to another terminal;


             8.1.2       the  Purchaser  and its  approved  agents will be given
                         such access to the  Terminals (at the  Purchaser's  own
                         risk and  subject  to the  Purchaser  indemnifying  the
                         Vendor against any loss or damage  suffered or incurred
                         by the Vendor arising out of or in connection  with the
                         acts,  omissions  or defaults of the  Purchaser  or its
                         agents  whilst  at any of the  Terminals)  and shall be
                         provided  with  such  information  about  the Books and
                         Records as the Purchaser may reasonably request and, in
                         the case of information, as is readily available to the
                         Vendor;  provided  that the  obligations  of the Vendor
                         under  this  sub-clause   8.1.2  shall  not  extend  to
                         allowing access or providing information which would in
                         the reasonable opinion of the Vendor interfere with the
                         normal  operations  and employee  relationships  of the
                         Business or where such  information  is regarded by the
                         Vendor as  confidential to the activities of the Vendor
                         otherwise than in connection with the Business;

             8.1.3       it shall  conduct the Business in  accordance  with and
                         will use all  reasonable  endeavours  to  maintain  all
                         Permits which have been obtained for the carrying on of
                         the Business;

             8.1.4       it shall not  terminate  any of the  Customer Contracts
                         without  the  prior  written consent of the Purchaser;

             8.1.5       it shall keep the Purchaser  fully  informed as soon as
                         is reasonably practicable of all on-going negotiations,
                         communications  and discussions  (including in the case
                         of correspondence and any other written  documentation,
                         providing the Purchaser  with copies  thereof) with any
                         trade  union or other  such  organisation,  or with the
                         Employees  occurring  from  the  date  hereof  up until
                         Completion  pursuant to the Employment  Rights Act 1996
                         and   the   Trade    Union   and    Labour    Relations
                         (Consolidation)  Act  1992  and  Regulation  10 of  the
                         Transfer Regulations;

             8.1.6       it shall not:
                         (a)    dispose  of or  remove  all or any  part  of the
                                Assets  from  any  of  the   Terminals   without
                                replacing   the  same  with   items  of  similar
                                quantity and quality approved by the Purchaser;

                         (b)    enter into,  amend or terminate  any contract or
                                commitment or submit any new tender involving an
                                amount greater than (pound)10,000, or committing
                                the Vendor for a period longer than one calendar
                                year;

                         (c)    enter into any leasing,  hire  purchase or other
                                agreement or arrangement for payment on deferred
                                terms in excess of (pound)5,000; or

                         (d)    create or extend any Encumbrance  (excluding any
                                supplier's  retention of title  provision in the
                                ordinary  course  of  business)  over any of the
                                Assets;

                         (e)    take  any  action  which  makes  any  policy  of
                                insurance   void  or   voidable  or  permit  any
                                insurance to lapse;

                         (f)    increase  compensation  or benefits  paid, or to
                                become  payable,  to any of  the  Employees,  or
                                agree  to do  the  same,  except  for  scheduled
                                increases in the ordinary course of business;

                         (g)    appoint any new  employee  or make any  material
                                variation  in the  terms  of  employment  of any
                                Employee  whose  annual   remuneration   exceeds
                               (pound)17,500;

                         (h)    make or propose a material change to any benefit
                                of any  kind  which  is  payable  on a  person's
                                retirement, death or disability to or in respect
                                of any of the Employees or to any pension scheme
                                (other  than  any  change  required  by law) or,
                                without  limiting the  foregoing,  carry out any
                                action in relation to any such scheme other than
                                in  the  ordinary   course  of  operating   such
                                schemes;

                         (i)    make  any  material   change in  the  nature  or
                                organisation of the Business;

                         (j)    enter into or vary in any material  respects any
                                transaction in respect of the Business otherwise
                                than in the  ordinary  course of business and on
                                arms' length terms;

                         (k)    compromise or settle any litigation, arbitration
                                or  mediation  proceedings  which  would have an
                                adverse effect on the Business after  Completion
                                or which  would  otherwise  be binding  upon the
                                Purchaser,   save   for  (i)   debt   collection
                                conducted in the ordinary  course of business or
                                (ii)  proceedings  where the amount claimed does
                                not exceed (pound)20,000;

             8.1.7       it shall immediately notify the Purchaser in writing of
                         any fact or circumstance  which the Vendor  appreciates
                         is likely to cause any of the  Warranties  (whether  as
                         given on the date hereof, or when repeated  immediately
                         prior to Completion) to be untrue or misleading,  or of
                         any   material   adverse   change   which  the   Vendor
                         appreciates  is  likely  to  occur in  relation  to the
                         Business, its customers or suppliers, or the Employees.

9.           TITLE AND RISK

9.1 Subject to the Conditions Precedent, title to the Assets and risk of loss or
damage to the Assets shall pass to the Purchaser on the Completion Date.

9.2 Without  prejudice to the rights of the Purchaser  under  sub-Clause 9.4, in
the event that there is physical destruction of or physical damage to any of the
physical  assets at any of the  Terminals  (or if any such  physical  assets are
condemned or threatened to be condemned)  between the date hereof and Completion
which is quantified at more than  (pound)2,400,000  in the aggregate (or, if not
capable of  quantification at the Completion Date,  reasonably  estimated by the
Vendor or the  Purchaser  to exceed  (pound)2,400,000)  then either party may by
notice to the other party rescind this Agreement. In the event that both parties
elect to proceed to Completion  then the  Consideration  shall be reduced by the
value of such  loss or  damage  as  determined  by an  independent  valuer to be
jointly appointed by the Vendor and the Purchaser and whose assessment shall (in
the absence of manifest  error) be final and  binding on the  parties,  but such
reduction  in the  value of the  Consideration  shall be the sole  remedy of the
Purchaser  in  relation  to any such loss or damage.  In the event that there is
physical  destruction of or physical damage to any of the physical assets at any
of the Terminals (or if any such physical  assets are condemned or threatened to
be condemned) between the date hereof and Completion which is quantified at more
than  (pound)10,000  but  equal  to  or  less  than  (pound)2,400,000  then  the
Consideration shall be reduced by the value of such loss or damage as determined
by an independent valuer to be jointly appointed by the Vendor and the Purchaser
and whose  assessment  shall (in the  absence  of  manifest  error) be final and
binding on the parties,  but such  reduction  in the value of the  Consideration
shall be the sole remedy of the Purchaser in relation to any such loss or damage

9.3 If such loss,  destruction,  condemnation  or threat of  condemnation  as is
referred  to in Clause  9.2  occurs  within a ten (10) day  period  prior to the
Completion  Date,  Completion shall be postponed to the date ten (10) days after
the Vendor  provides  notice thereof to the Purchaser (or the first Business Day
after such 10 day period) to enable the  applicable  elections to be made by the
Purchaser under Clause 9.2.

9.4 In the  event of any  breach  of this  Agreement  (including  the  breach or
non-fulfilment  of any of the  Warranties) by the Vendor prior to the Completion
Date in relation to which the amount of damages claimed by the Purchaser is less
than  (pound)2,400,000,  the  Purchaser  shall  have no  right  to  rescind  the
Agreement  but shall  only be  entitled  to claim  damages.  In the event of any
breach of this Agreement  (including the breach or  non-fulfilment of any of the
Warranties) by the Vendor prior to the Completion  Date in relation to which the
amount of damages reasonably  claimed by the Purchaser exceeds  (pound)2,400,000
the Purchaser shall be entitled to rescind this Agreement.  For the avoidance of
doubt, in no event may the Purchaser rescind this Agreement after the Completion
Date.

9.5 Title to the  Terminals  has been deduced by the Vendor to the  Purchaser or
the Purchaser's  Solicitors in accordance with the Property Conditions Schedules
prior to the date of this  Agreement  and the  Purchaser  shall  not  raise  any
requisition or objection in relation to the title.

10.          PERMITS

10.1  The  Purchaser  shall  use all  reasonable  endeavours  at its own cost to
procure  the  benefit  of  any  non-assignable  Permits  and  the  Vendor  shall
co-operate at its own cost with the Purchaser's reasonable requests in procuring
any non-assignable Permits required by the Purchaser as a result of the transfer
of the  Business  under  this  Agreement.  The Vendor  shall use all  reasonable
endeavours  at its own cost to procure  the  assignment  of any  assignable  Key
Permits  required by the  Purchaser  as a result of the transfer of the Business
under this Agreement.


11.          CONTRACTS

11.1 The  Vendor  shall  take  all  reasonable  steps  and  co-operate  with the
Purchaser  (each party bearing its own costs) in order to procure the assignment
of  the  Contracts  to  the  Purchaser  (and  this  obligation   shall  continue
notwithstanding  the Completion of this Agreement) and without  prejudice to the
generality  of the  foregoing  the  Vendor  shall  execute  and  deliver  to the
Purchaser at  Completion  an  assignment of the Contracts in the form annexed as
Appendix  B. 11.2 To the extent  that any of the  Contracts  are not  assignable
without  the  consent of another  party or  without a novation  agreement,  this
Agreement shall not constitute an assignment or an attempt at assignment if such
assignment  or attempted  assignment  would  constitute a breach of the relevant
Contract.  In the event that such  consent or novation is required  for any such
assignment,  the Vendor will use all reasonable endeavours to obtain the consent
of the other party to such  assignment or to procure that the other party enters
into such novation to the Purchaser, if so requested by the Purchaser.

11.3  Unless and until such  consent or novation  is  obtained,  the Vendor will
co-operate  with the Purchaser in any  reasonable  arrangements  proposed by the
Purchaser  designed to provide for the Purchaser  the benefits  under any of the
Contracts,  including  enforcement  at the  cost  and  for  the  account  of the
Purchaser  of any and all rights of the Vendor  against the other party  thereto
whether arising out of the  cancellation  by such other party or otherwise,  and
the  Purchaser  shall  perform  all  of  the  obligations  and  meet  all of the
liabilities  of  the  Vendor  under  any  such  Contracts.  Prior  to  any  such
arrangements  the  Vendor  shall be  deemed  to hold the  benefit  of each  such
Contract  on  trust  for  the  Purchaser  and  shall  fully  account  to  and be
indemnified by the Purchaser accordingly.

             If and to the extent that any such  arrangements  cannot be made in
             respect  of any such  Contract  within 6 months  of the  Completion
             Date,  then,  provided  that the third party  thereto has not given
             notice to terminate  that  Contract  (other than upon the expiry of
             its term),  the Vendor  shall  sub-contract  such  Contract  to the
             Purchaser  in the terms of the  sub-contract  annexed as Appendix C
             and in such event the Purchaser shall accept such  sub-contract and
             the Purchaser  shall then continue to perform the  obligations  and
             meet the  liabilities  of the Vendor under that  Contract  upon the
             terms and  conditions  of that Contract with effect on and from the
             Completion Date and at no cost to the Vendor.


             In these  circumstances,  the Vendor shall at all times in its name
             and at  the  request  and  upon  receipt  of a  satisfactory  costs
             indemnity  from the  Purchaser  take such  steps  (including  legal
             proceedings)  as the Purchaser may  reasonably  require in order to
             enforce any debts,  obligations  and  liabilities  of the  relevant
             customer  arising  under  the  Contract  for  the  benefit  of  the
             Purchaser.  The  Purchaser  shall  indemnify the Vendor and keep it
             indemnified  in  respect of any  debts,  obligations,  liabilities,
             losses,  damages,  costs, charges and expenses suffered or incurred
             by the Vendor arising under the Contract.


             If and to the extent that any such  arrangements  cannot be made in
             respect of any such  Contract and the third party thereto has given
             notice to terminate  that  Contract  (other than upon the expiry of
             its term)  then upon such  termination  neither  the Vendor nor the
             Purchaser shall have any further  obligation to each other relating
             thereto,  and any further  liability  in relation to such  Contract
             shall rest with the Vendor,  provided  that the Vendor has done (by
             commission or omission)  nothing to increase the liabilities  under
             such applicable Contract then the amount or extent of the liability
             of the  Vendor in  respect  thereof  shall be no  greater  than the
             liability  to which the  Vendor  would  have been  subject  had the
             relevant   Contract  been  terminated  by  the  Vendor  as  at  the
             Completion  Date.  Any such further  liability  shall rest with the
             Purchaser and from that time onwards such contract  shall no longer
             be held to be a Contract for the purposes of the Agreement.


11.4 Subject to Clause 11.3, with effect from the Completion Date, the Purchaser
shall be entitled to the benefit of the Contracts and shall fully  indemnify the
Vendor  against all losses,  liabilities,  costs,  charges,  expenses,  actions,
proceedings,  claims and  demands  brought or made  against or  incurred  by the
Vendor in  respect  of such  Contract  by reason  of or in  connection  with the
non-performance  or the negligent or defective  performance  by the Purchaser to
the extent  that such  Contract  has not been  carried out or  completed  in the
ordinary  course in a proper and  workmanlike  manner and in accordance with its
terms  (excluding  from such  indemnity  the effects of any previous  failure in
performance by or on behalf of the Vendor prior to the  Completion  Date) or any
defect in or error of any kind  arising  from  goods sold or  services  provided
after the  Completion  Date and in  particular  (but  without  prejudice  to the
generality of the  foregoing)  any claim under any warranty or under the Sale of
Goods Act 1979 or the Supply of Goods and Services Act 1982.

12.          TANK AUDIT

12.1 The Purchaser and the Vendor shall conduct a reconciliation of the Vendor's
customers'  product  stored at the  Terminals  (whether  contained in storage or
utilised as  line-fill)  on the  Completion  Date no more than  seventy two (72)
hours prior to Completion  ("the Cut Off Time").  At that time,  an  independent
inspector,  whose  selection  shall be  mutually  agreed  upon by the Vendor and
Purchaser ("the Inspector")  shall conduct a physical audit of the amount,  type
and quality of product contained in each storage tank and line at the Terminals.
The Purchaser and the Vendor shall each  designate a single  representative  for
each  Terminal to accompany the  Inspector  during the course of the audit.  The
Inspector shall conduct the tests described in the Inspection  Schedule attached
hereto as Appendix  D. The fees and  expenses  of the  Inspector  will be shared
equally by the Purchaser and the Vendor. During the audit, the storage tanks and
lines are to be gauged in accord with standard industry practice. The results of
such audit  ("Reconciliation  Audit") will be provided to the  Purchaser and the
Vendor promptly following the Completion Date.

12.2 The  Vendor  shall  produce a book  inventory  of  customer  product at the
Terminals  as of the Cut Off Time.  The Vendor,  with the  participation  of the
Purchaser,  will reconcile "book to physical" for each customer, and communicate
the  results  thereof  by letter in a form to be agreed to by the Vendor and the
Purchaser with each customer regarding the results of the  Reconciliation  Audit
as it pertains to such customer.  The Vendor will keep a true and correct record
of any changes in the customer inventory from the Cut Off Time to the Completion
Date ("Final Monitoring"). Any changes in the Final Monitoring will be confirmed
with the relevant customers in the letter referred to above.

12.3 If the  Reconciliation  Audit  and  Final  Monitoring  determine  that  the
quantity  of product as  described  in the books and records of the Vendor as of
the  Completion  Date is either  greater or less than the quantity of product as
determined by the Inspector in the course of the physical  audit,  any shortfall
or  overage in the amount of product  will be  entirely  for the  account of the
Vendor,  and the  Vendor  shall  settle any  disputes  or  differences  with its
customers  resulting from such  shortfalls or overages.  The Vendor will use its
best endeavours to reach any such settlement within 30 days after the Completion
Date and will keep the Purchaser apprised of the status of such efforts.

12.4 At the time of the  Reconciliation  Audit,  the  Inspector  will  take (and
appropriately  label)  representative  samples of product from each of the tanks
and pipelines.  The Inspector  shall retain such samples for a period of one (1)
year from the  Completion  Date. The retained  samples,  together with the tests
described  in Appendix D, shall be  conclusive  as between the parties as to the
quality of the product stored at the Terminals as of the Completion Date, unless
either party is able to adduce  evidence to establish  that product  degradation
occurred between the Cut Off Time and the Completion Date. If the samples and/or
the tests as appropriate  reflect any  degradation of product  quality as of the
Completion Date, any liability  associated therewith shall be for the account of
the Vendor,  who shall  settle any  dispute or  differences  with its  customers
related  thereto.  Any product  degradation  occurring after the Completion Date
shall be for the account of the Purchaser.

13.          MUTUAL INDEMNITY

13.1 Save as otherwise  provided in this Agreement  (including in respect of the
Assumed Liabilities), the Vendor shall bear and discharge all debts, liabilities
and  obligations  of the  Business  and in  respect of the  Assets  accruing  or
incurred  up to the  Completion  Date,  and  shall at all  times  indemnify  the
Purchaser  and keep it  indemnified  in respect of such debts,  obligations  and
liabilities  and in respect of any  liability  accruing or arising in connection
with the carrying on of the Business prior to the Completion Date (including for
the avoidance of doubt the Contracts).

13.2 Save as otherwise  provided in this  Agreement,  the  Purchaser  shall with
effect  on and  from  the  Completion  Date  assume  and  perform  the  Vendor's
obligations in respect of the Assumed liabilities and the Contracts and bear and
discharge  all  debts,  liabilities  and  obligations  arising  by virtue of its
carrying on the Business with effect from the Completion  Date, and shall at all
times  indemnify  the Vendor and keep it  indemnified  in respect of such debts,
obligations and liabilities and in respect of any liability  accruing or arising
in connection  with the carrying on of the Business by the  Purchaser  after the
Completion Date.

14.          EMPLOYEES

14.1 The parties  accept that this  Agreement and the sale of the Business to be
effected by it are governed by the Transfer  Regulations and the Completion Date
shall be the "time of transfer" under the Transfer Regulations.

14.2 The Purchaser shall treat the contract or other terms of employment of each
of the  Employees  as  automatically  transferred  to it with  effect  from  the
Completion Date in accordance with the Transfer Regulations.

14.3 The Purchaser shall on and from the Completion  Date assume  responsibility
for the  performance  of all the  obligations of the employer in relation to the
Employees in respect of the period after the  Completion  Date and the Purchaser
shall  discharge  and hereby  undertakes  to  indemnify  the Vendor  against all
liabilities,  obligations,  costs and claims in respect of the Employees arising
from  events  occurring  after  Completion  (including  the  performance  of all
obligations of the Purchaser as employer of the Employees after Completion).

14.4 All  salaries,  wages and other  compensation,  all Taxation  (for which an
employer is accountable),  and all other normal employment costs in each case in
respect of the  Employees  shall be borne by the Vendor  down to the  Completion
Date and  thereafter  by the  Purchaser  and shall be  apportioned  accordingly.
Entitlement to holiday pay shall be apportioned on a time basis over the holiday
year so that the Vendor shall bear as at the Completion Date the cost of untaken
but accrued holiday less the cost of any holiday taken in excess of entitlement.
The cost of accrued holidays for prior years shall be borne by the Vendor.

14.5 The Purchaser shall  indemnify and keep  indemnified the Vendor against any
costs, claims, liabilities and expenses which the Purchaser may incur in respect
of the period  after the  Completion  Date as a result of any act or omission by
the Purchaser including any failure to discharge the Purchaser's  obligations to
any Employee after the Completion Date.

14.6 The Vendor shall indemnify and keep  indemnified the Purchaser  against any
costs, claims, liabilities and expenses which the Purchaser may incur in respect
of the period prior to the Completion Date as a result of any act or omission by
the Vendor  including any failure to discharge its  obligations  to any employee
including but not limited to any Employees prior to the Completion Date.

14.7  Insofar as the  Transfer  Regulations  are found to apply to any  Excluded
Employee the Vendor agrees that:

             14.7.1      in  consultation  with the Purchaser,  it will,  within
                         seven days of being so requested by the Purchaser, make
                         to each such  person an offer in  writing to employ him
                         under a new contract of  employment to take effect upon
                         the termination referred to below; and


             14.7.2      the offer to be made  will be such that the  provisions
                         of the new  contract  as to the  capacity  and place in
                         which the person will be  employed  and as to the other
                         terms and conditions of his employment  will not differ
                         from the  corresponding  provisions  of his contract of
                         employment as existing immediately prior to Completion.


             Upon that offer  being made (or at any time after the expiry of the
             seven days if the offer is not made as  requested),  the  Purchaser
             shall terminate the employment of the person concerned and provided
             that the Purchaser shall have complied with its  obligations  under
             this Clause 14.7, the Vendor shall indemnify and hold the Purchaser
             indemnified  against any costs,  claims,  liabilities  and expenses
             which the  Purchaser  may incur in  respect  of any such  person as
             aforesaid.

15.      ENVIRONMENTAL

15.1 Each of the Purchaser and Kaneb acknowledges that:

             15.1.1      the Terminals may have been  contaminated  prior to the
                         date of this  Agreement in connection  with their usage
                         as oil and chemical storage terminals;

             15.1.2      they have had full  opportunity  to inspect  and survey
                         the  Terminals  and carry out investigations thereon;

             15.1.3      they  rely at  their  own risk on the  contents  of any
                         report,  plan  and/or  other  written  material  and/or
                         information  either  disclosed  to them  and/or  orally
                         communicated  to  them  by the  Vendor  both  as to the
                         condition  of the  Terminals  and as to the  nature and
                         effect  of any  remedial  works  which  may  have  been
                         carried  out or which may be required to be carried out
                         and no warranty is given and/or no representation  made
                         by the Vendor in respect thereof.

             It is the  intention  of both  parties that the effect of Clause 15
             shall be that pursuant to the provisions of the  Contaminated  Land
             Regime the  Purchaser  and/or Kaneb shall  effectively  transfer to
             them GTC's and/or the Vendor's  liability  for  remediation  of the
             Terminals pursuant to the Contaminated Land Regime.

15.2 With regard to pollution or contamination  which pre-dates GTC's and/or the
Vendor's ownership and/or occupation of the Terminals the Purchaser and/or Kaneb
may  assume any rights  which GTC  and/or  the Vendor may have  pursuant  to the
Contaminated  Land Regime to claim a right of contribution or indemnity from any
third  parties  (except  GTC and/or the  Vendor  and  subject to the  exclusions
described  in  sub-clause  15.2)  who may  have  caused  or  contributed  to the
pollution  or  contamination  giving  rise  to  liabilities  arising  under  the
Contaminated Land Regime.

15.3  Each  of the  Purchaser  and  Kaneb  hereby  covenants  to  carry  out any
Remediation  Works  necessary at the Terminals and hereby  jointly and severally
indemnifies and shall hold the Vendor or GTC indemnified from and against all or
any losses, damages,  actions,  proceedings,  claims, costs, charges,  expenses,
obligations  and  liabilities  suffered or incurred by the Vendor or GTC arising
out of or in  connection  with any  Remediation  Works  necessary as a result of
pollution or contamination  at or emanating from the Terminals  (whether arising
before or after the Completion  Date)  including all ancillary  costs  including
legal costs directly  consequent thereon and any other costs necessary to ensure
compliance with  Environmental  Laws directly  consequent thereon (excepting any
matters in respect of which the Vendor and GTC  indemnifies  the  Purchaser  and
Kaneb at Clauses 15.4 and 15.5.1 hereunder which shall remain the responsibility
of the Vendor and GTC).

             In the event that a demand is made on either the Purchaser or Kaneb
             to carry out  Remediation  Works  pursuant to this Clause 15.3, the
             Purchaser  or Kaneb as the  case  may be  shall  have the  right to
             assume the conduct and benefit of all claims or demands  (including
             civil  claims)  for  contribution  in  respect  of the  subject  of
             Remediation  Works that GTC or the  Vendor has or may have  against
             any  third  parties  (but  excluding  contractual  warranty  and/or
             insurance  claims)  and may in their  own  name  and at their  sole
             expense  proceed  to enforce  such  claims  for  contribution  with
             respect to the subject of the  Remediation  Work. In the event that
             such  claim may only be  brought  in the name of the Vendor or GTC,
             then Kaneb or the  Purchaser  may demand the Vendor or GTC  pursues
             such claim for and on behalf of the  Purchaser  or Kaneb,  provided
             that such demand is accompanied by:

             15.3.1      a written  commitment by the Purchaser  and/or Kaneb to
                         pay any and all costs  (including legal costs) incurred
                         by the Vendor or GTC in the  prosecution of such claim;
                         and

             15.3.2      a   written   opinion   of   an   attorney   reasonably
                         satisfactory  to the  Vendor  or GTC that a  reasonable
                         basis exists in law to successfully pursue such claim.

15.4 The Vendor and GTC hereby indemnify and (without  limitation in time) shall
hold the Purchaser and Kaneb  indemnified  from and against any and all fines or
penalties.  For purposes of this Clause 15, fines and  penalties  are all or any
fines or penalties  levied by a Regulatory  Authority  and all  ancillary  costs
including  legal costs directly  consequent  thereon (a) in connection  with any
Remediation Works; or (b) as a result of a breach of Environmental  Laws; but in
either case resulting from acts or omissions  occurring  prior to the Completion
Date.

          15.5.1 The Vendor and GTC hereby indemnify and (without  limitation in
          time) shall hold the Purchaser  indemnified from and against any third
          party claims and all ancillary  costs  including  legal costs directly
          consequent  thereon arising out of or in connection with any pollution
          or  contamination  at or emanating from the Terminals  caused prior to
          the  Completion  Date.  Upon  accepting  their  indemnity  obligations
          therefor in writing the Vendor and GTC shall then be free to deal with
          the said claims as it considers  appropriate and neither the Purchaser
          nor Kaneb by act or omission  shall  agree,  compromise  or settle any
          third party claims  pursuant to the provisions of this clause.  If the
          Vendor and GTC have accepted their  indemnity  obligations  hereunder,
          the  Purchaser  and Kaneb  will not incur  any  costs or  expenses  in
          relation to any such claims without the prior written agreement of the
          Vendor (such agreement not to be unreasonably withheld).


          15.5.2  The  Purchaser   and  Kaneb  hereby   indemnify  and  (without
          limitation in time) shall hold the Vendor and GTC indemnified from and
          against any third party claims and all ancillary costs including legal
          costs directly consequent thereon arising out of or in connection with
          any  pollution or  contamination  at or emanating  from the  Terminals
          caused on or after the Completion Date. Upon accepting their indemnity
          obligations  therefor in writing the Purchaser and Kaneb shall then be
          free to deal with the said  claims as they  consider  appropriate  and
          neither the Vendor nor GTC by act or omission shall agree,  compromise
          or settle any third party claims  pursuant to the  provisions  of this
          clause.  If the  Purchaser  and Kaneb have  accepted  their  indemnity
          obligations hereunder,  the Vendor and GTC will not incur any costs or
          expenses  in relation  to any such  claims  without the prior  written
          agreement of the  Purchaser  (such  agreement  not to be  unreasonably
          withheld).


             15.5.3      Upon  receipt  of any  notification  to it of any third
                         party claims, the Purchaser shall notify the Vendor and
                         GTC  in  writing  as  soon  as  reasonably  practicable
                         specifying in  reasonable  detail the nature and extent
                         of the claims.  In such case,  the  Purchaser and Kaneb
                         shall  ensure  that the Vendor  receives  all  material
                         information  held by them in  connection  with the said
                         claims as soon as reasonably practicable.

15.6 All Hazardous Waste stored on site including but not limited to that stored
in barrels, tanks and water collection or treatment systems remains the property
of the  Vendor  and GTC and  will be  removed  from  the  Terminals  before  the
Completion  Date,  but  excluding  any such waste stored on behalf of a customer
under a Customer  Contract or any minor  levels of waste stored in slop tanks in
the ordinary course of business.

15.7  Notwithstanding  Clause 24.1 the indemnities under this Clause 15 shall be
personal to the parties and shall not be capable of assignment.

16.          THE VENDOR'S RECEIVABLES

16.1 The Vendor shall remain entitled to the Vendor's Receivables. At the end of
the  calendar  month in which  Completion  occurs the  Purchaser  shall  invoice
customers for monies due to the Vendor up to Completion  for the billing  period
in which the Completion occurs in accordance with the billing procedures set out
in Schedule 16.

16.2 The Purchaser shall provide reasonable  assistance to the Vendor to collect
the  Vendor's  Receivables,  provided  that the  Purchaser  shall in no event be
liable to the Vendor for any uncollected Vendor's Receivables. Subject to Clause
16.3,  should the  Purchaser  receive  any  monies in  respect  of the  Vendor's
Receivables the Purchaser shall pay all such monies forthwith to the Vendor.

16.3 In the event that the  Purchaser  shall  receive any  payment  from a third
party from whom monies are due both in respect of the Vendor's  Receivables  and
in respect of receivables of the Purchaser, where payment has not been allocated
or  identified  by  the  payer,  then  the  Purchaser  forthwith  shall  request
confirmations  from the payer that such  monies are to be  applied  towards  the
payment of the Vendor's  Receivables and shall hold the monies on trust until it
has received such confirmation.

16.4 The Vendor  shall  remain  entitled to all  payments  due to the Vendor for
goods or services to the extent  supplied by the Vendor prior to the  Completion
Date in the course of carrying on the Business.

16.5 The Vendor shall  obtain the  Purchaser's  consent (not to be  unreasonably
withheld or delayed) prior to commencing a bankruptcy  action against any person
who is or becomes a customer  of the  Purchaser  at a Terminal  pursuant to this
Agreement.

16.6  After  the  expiration  of  three  months  from  the  Completion  Date the
obligations  of the  Purchaser  under  this  clause 16 shall  cease save that if
thereafter  any  payments  are made to the  Purchaser  in  respect  of  Vendor's
Receivables the Purchaser shall forthwith remit the same to the Vendor.

17.          NAMES AND SIGNAGE

17.1 The Purchaser  shall not use or carry on business under any of the Names or
words substantially  similar to the Names or hold itself out as being part of or
associated  with the Vendor or GTC or use in any way  whatsoever  any trademarks
(whether  registered or unregistered) of GTC,  including any logos,  insignia or
other  devices  used at the date  hereof in the  Business.  Except as  otherwise
expressly agreed in writing between the parties,  the Purchaser shall remove all
references  to the Names  from all  Signage as soon as  practicable  (and in any
event within 6 weeks) after the Completion  Date. For the avoidance of doubt the
Purchaser shall not be in breach of this Clause 17.1 during such 6 week period.

17.2 The Purchaser  shall procure that as soon as practicable  (and in any event
within 6 weeks) after the Completion  Date,  the Names and the VAT  registration
number  and  company  registration  number of the  Vendor  shall be  removed  or
permanently  obliterated  from or covered  over in all  printed  matter  used in
connection  with  the  Business   (including  without  limitation  all  business
stationery, invoices, advertising materials and promotional material) and so far
as practicable, and subject to the Reversioner's (as defined in Schedule 7)
licence and consent (where necessary) all Terminals.

18.          POST-COMPLETION ACCESS AND SERVICES

18.1 Upon 7 days' prior written notice, where reasonably  practicable and during
normal business hours and without  prejudice to the provisions of Clauses 19 and
29,  and  for  12  months  following  Completion,   the  Purchaser  shall  allow
representatives  of the Vendor  reasonable  access  (including the right to take
copies where applicable  subject to payment of a reasonable  charge therefor) to
the Employees,  the Terminals,  the Maidenhead office and other Assets,  and all
books, records and other documents relating exclusively to the Business prior to
the  Completion  Date  as it  may  reasonably  require  and  as  are  reasonably
available.

18.2 Upon 7 days' prior written notice, where reasonably practicable, and during
normal business hours, and for 12 months following Completion,  the Vendor shall
allow representatives of the Purchaser reasonable access (including the right to
take copies where applicable subject to payment of a reasonable charge therefor)
(the Purchaser  bearing its own cost) to all books,  records and other documents
relating  to the  Business  prior to the  Completion  Date as it may  reasonably
require and as are reasonably available.

18.3  The  Purchaser  shall  for a period  of not less  than  seven  years  from
Completion use its reasonable  endeavours to preserve all the books, records and
other  documents of the Business  delivered to it pursuant to the Agreement and,
upon being  given  reasonable  notice by the Vendor or its  agents  that  access
thereto is required  the  Purchaser  shall make those  records  available to the
Vendor or its agents  during normal  business  hours for  inspection  and/or for
copying (at the Vendor's expense).

18.4         The provisions of Clause 29 shall apply to any information obtained
             under the provisions of this Clause 18.

18.5 The rights of access under this Clause 18 shall not apply to any  documents
or records if such access is  requested  during the course of legal  proceedings
between the parties hereto to which such  documents or records are relevant,  or
during any period when any claim has been  intimated by either party pursuant to
the terms of the Agreement and remains unresolved.

18.6 Following  Completion the Purchaser shall use its reasonable  endeavours to
provide  the  services  set out in  Schedule 17 to and/or for the benefit of the
Vendor  (and shall  grant the Vendor the rights  related to the  benefit of such
services  described  in  Schedule  17) and the  Vendor  shall  reimburse  to the
Purchaser  any actual  third  party costs that the  Purchaser  may incur in this
respect  upon  receipt of the  relevant  third  party  invoice  or similar  cost
verification.

19.          VAT

19.1 All  amounts  expressed  in this  Agreement  as being  payable by or to the
Purchaser are expressed exclusive of any Value Added Tax which may be chargeable
thereon  and the amount of any such Value Added Tax shall be payable in addition
thereto  subject as  hereinafter  provided.  19.2 The  parties  intend  that the
Business  shall be transferred as a going concern for the purposes of Section 49
VATA 1994 and Article 5 of the VAT Order and  accordingly  application  shall be
made to H.M. Customs & Excise to obtain a direction that all records referred to
in Section 49 VATA 1994 may be retained by the Vendor.  The Vendor undertakes to
preserve  those records in such a manner and for such periods as may be required
by law and to give to the  Purchaser  as from  the  Completion  Date  reasonable
access during normal business hours to such records.

19.3 Both the Vendor and the Purchaser  shall use all  reasonable  endeavours to
secure that the sale of the Business is treated under the VAT Order as neither a
supply of goods nor a supply of services  and  accordingly  that no VAT shall be
payable  under Clause 19.1,  and within 7 days of the date hereof (a) the Vendor
shall write in terms agreed with the  Purchaser to H M Customs & Excise  seeking
confirmation  of that treatment and (b) the Purchaser shall supply to the Vendor
evidence satisfactory to the Vendor of the registration of the Purchaser for VAT
purposes.

19.4 If and to the extent that H.M.  Customs & Excise have before the Completion
Date expressly  indicated that the sale of the Business cannot be treated in the
manner  contemplated  by Clause 19.3, or if the Purchaser  shall have  indicated
that it no longer  intends to carry on the  Business  in the same  manner as the
Vendor  for  the  purposes  of the  VAT  Order,  the  Purchaser  shall  (against
production  of tax  invoices  in respect  thereof and in addition to any amounts
expressed in the Agreement to be payable by the Purchaser) pay on the Completion
Date  the  amount  of any  VAT  which  as a  result  of that  indication  may be
chargeable  on  the  sale  of the  Business  under  the  Agreement.  If no  such
indication  shall have been given before the Completion  Date, then no amount in
respect of VAT shall be paid by the Purchaser on the Completion Date, but to the
extent that VAT shall  subsequently be determined by H.M. Customs & Excise to be
payable on the sale, the Purchaser shall in addition to any amount  expressed in
the  Agreement to be payable by the Purchaser pay to the Vendor such VAT and any
penalty or interest  incurred by the Vendor for late payment thereof (other than
where  incurred due to the fault or negligence  of the Vendor),  such payment by
the  Purchaser  to be made  forthwith  against  evidence  that  the due date for
payment of such tax has fallen due or will fall due  within  seven  days,  or if
later  against  delivery by the Vendor to the Purchaser of the  appropriate  tax
invoice.

19.5 If  requested by the  Purchaser,  the Vendor shall make any appeal which is
reasonable and necessary against any determination of H.M. Customs & Excise that
the sale is not going to be treated as the transfer of a going  concern,  at the
sole cost and expense of the Purchaser.

19.6 If any  amount  paid by the  Purchaser  to the  Vendor  in  respect  of VAT
pursuant to the Agreement is subsequently  found to have been paid in error and,
if it has not yet accounted  for such VAT to Customs & Excise,  the Vendor shall
promptly  repay such  amount to the  Purchaser.  If the  Vendor  has  already so
accounted  then it shall at the  expense  of the  Purchaser  use all  reasonable
endeavours  to obtain  repayment  from H.M.  Customs & Excise and  forthwith  on
receiving  repayment  from H.M.  Customs & Excise shall pay to the Purchaser the
amount repaid together with the amount of any interest  payable by H M Customs &
Excise.

19.7 After the Completion  Date the Purchaser shall as required by the VAT Order
use the assets of the Business in carrying on the same kind of business, whether
or not as part of any existing business of the Purchaser,  as that carried on by
the  Vendor,  and  authorises  the Vendor to make this  known to H.M.  Customs &
Excise in any  application  (including  under Clause 19.3) seeking  confirmation
that Article 5 of the VAT Order shall apply to the sale of the Business.

19.8 VAT  payable  in respect of goods and  services  supplied,  or deemed to be
supplied,  by the Vendor prior to the Completion  Date and all interest  payable
thereon  and  penalties  attributable  thereto  shall be paid to H.M.  Customs &
Excise by the  Vendor.  The Vendor  shall be  entitled to receive and retain all
reimbursement  or credit from H.M.  Customs & Excise for VAT borne by the Vendor
on goods and  services  supplied to the Vendor  prior  thereto and any  payments
received in respect of VAT overpaid to H.M. Customs & Excise prior thereto.

19.9 Where in relation  to any  Terminal  the Vendor has made an election  under
paragraph 2 of Schedule 10 VATA 1994,  that fact has been notified by the Vendor
to the  Purchaser  prior to the date hereof and the Vendor has  delivered to the
Purchaser  a  copy  of  the  acknowledgement  by HM  Customs  &  Excise  of  the
notification of such election, together with a copy of the written permission of
H.M.  Customs & Excise to make such  election  where such written  permission is
required by paragraph 3 of Schedule 10 VATA 1994,  the Purchaser  shall elect to
waive  exemption  under Paragraph 2 of Schedule 10 VATA 1994 in relation to that
Terminal  with  effect on or prior to the  earliest  date on which the  Terminal
concerned  is to be  transferred  and shall give  written  notification  to H.M.
Customs  & Excise as  required  by the VAT Order no later  than that  date.  The
Purchaser  shall deliver  copies of the  notification  of such election  showing
receipt  thereof  by H.M.  Customs  & Excise by  Completion  and in  default  of
delivery thereof shall,  notwithstanding Clause 19.1, in addition to any amounts
expressed in the Agreement to be payable by the Purchaser in respect of the said
Terminal pay to the Vendor at Completion  (against  delivery by the Vendor of an
appropriate tax invoice for VAT purposes) an additional amount in respect of VAT
thereon.

20.          REPRESENTATIONS AND WARRANTIES

20.1 The Vendor hereby  warrants and  represents to the Purchaser as at the date
hereof in the terms of Schedule 4 and so that the  remedies of the  Purchaser in
respect of any of the  Warranties  shall  continue  to  subsist  notwithstanding
Completion.

20.2         The said warranties and representations shall be subject to:

             20.2.1      any  matters  fairly and  accurately  disclosed  in  or
                         pursuant to the Disclosure Letter;

             20.2.2      any  matter  provided  for  under  the  terms  of  this
                         Agreement;

             20.2.3      the provisions of the Property Condition Schedules Show
                         and matters  therein  subject to which the Terminals 
                         are sold; and

             20.2.4      the limitations on the liability of the Vendor set  out
                         in Clause 21.


20.3 The  benefit of the  representations  and  warranties  given  hereunder  or
pursuant hereto may not be assigned in whole or in part.

20.4 The Vendor  undertakes  to notify the  Purchaser of any material  breach of
Warranty as soon as  reasonably  practicable  after it becomes aware of any such
breach up to the Completion Date.

20.5 Each of the Warranties shall be construed as a separate  representation  or
warranty  (as the case may be) and  (save as  expressly  provided)  shall not be
limited by the terms of any other Warranties.

20.6 None of the limitations contained in clause 21 shall apply to any breach of
the Warranties  which (or the delay in discovery of which) is the consequence of
fraud,  wilful misconduct or wilful  concealment by the Vendor or any officer or
employee of the Vendor or any member of the Vendor's Group.

20.7 The Vendor  acknowledges that the Purchaser has entered into this Agreement
in reliance upon the Warranties and the representations and warranties contained
in Clause 2.2 of this Agreement.

20.8  The  Purchaser  acknowledges  that it does  not  rely on and has not  been
induced  to  enter  into  this  Agreement  on  the  basis  of  any   warranties,
representations,   covenants,  undertakings,  indemnities  or  other  statements
(including any forecast or expression of opinion) whatsoever including,  without
prejudice  to the  generality  of the  foregoing,  any  statement,  forecast  or
expression of opinion  contained in any of the documents listed on the Data Room
Index,  other  than the  Warranties  and the  Replies to  Pre-Contract  Property
Enquiries  and  further  acknowledges  that  neither  the  Vendor nor any of its
servants,  agents,  officers or employees have given any such other  warranties,
representations,  covenants,  undertakings or indemnities. The Purchaser further
acknowledges  and agrees that the  Executive  Summary does not form part, or any
basis, of this or any other agreement between the Vendor and the Purchaser.

20.9 Without  prejudice to the provisions of Clause 9.3 in respect of the period
prior to  Completion,  notwithstanding  that the Purchaser  becomes aware at any
time that there has been any breach of the  Warranties or any other term of this
Agreement,  the Purchaser shall not be entitled at any time after  Completion to
treat this  Agreement as  terminated  or to rescind this  Agreement but shall be
entitled to claim  damages or exercise  any other  right,  power or remedy under
this Agreement.

20.10 Where any of the  Warranties  are expressed as being "so far as the Vendor
is aware" or otherwise qualified by any similar expression, such reference shall
be deemed to be a reference to the actual and constructive state of knowledge or
awareness of the Vendor's and GTC's directors and officers (including  directors
and officers at the Maidenhead office) and the Vendor's Terminal Managers on the
date hereof who shall for the purposes of  constructive  knowledge in respect of
each  Warranty  so  expressed  each be deemed to have  carried  out such due and
diligent  enquiry into the  relevant  matter as may be described in the relevant
Warranty.

20.11 Any  information  supplied by any  Employee to the Vendor or its agents or
accountants, solicitors or other advisers in connection with the Warranties, the
Disclosure  Letter or otherwise in relation to the Business and Assets shall not
constitute a representation  or warranty or guarantee as to the accuracy thereof
by such  Employee and the Vendor hereby waives any and all claims which it might
otherwise have against such Employee in respect thereof.

20.12 No  information  relating  to the  Business  or the  Assets  of which  the
Purchaser has knowledge (actual or constructive) other than that contained in or
referred to in this Agreement and the Disclosure  Letter and no investigation by
or on behalf of the Purchaser  shall  prejudice any claim by the Purchaser under
the Warranties or operate to reduce any amount recoverable thereunder.

21.          LIMITATIONS ON LIABILITY

21.1 The  liability  of the Vendor in respect of or arising out of any breach of
the provisions of Clause 20 and/or the  Warranties  (the liability of the Vendor
being referred to herein as  `Liability')  shall be limited as set out in Clause
20 and in this Clause 21.

21.2 No Liability shall in any event arise unless and until the aggregate amount
of loss  sustained  in  respect of any  claims  permitted  to be made under this
Clause 21.2 shall equal or exceed (pound)720,000 but once the figure is exceeded
the Purchaser shall be entitled to recover the whole of such amount and not just
the excess.  Thereafter,  no liability shall arise unless the amount of the loss
sustained in respect of each individual claim shall equal or exceed (pound)5,000
in which  event the  liability  shall be in respect of the whole  amount and not
merely the excess.

21.3 The aggregate  Liability shall not exceed the Consideration (as adjusted by
the net amount  payable  pursuant to the Completion  Statement  under Clause 7.1
and/or any reduction in accordance with Clauses 9 or 11.3).

21.4 No claim in respect  of any  Liability  shall be  brought by the  Purchaser
against the Vendor  unless  notice in writing of any such claim  (specifying  in
reasonable  detail the nature of the breach and so far as practicable the amount
claimed  in respect  thereof)  has been given to the Vendor by no later than the
Final Claim Date.

21.5 Unless proceedings in respect thereof shall have been commenced against the
Vendor  and/or  GTC,  any claim  which has been made or shall be made before the
Final  Claim  Date  shall if it has not been  previously  satisfied  settled  or
withdrawn  be deemed to have been  withdrawn  and shall  become fully barred and
unenforceable on the expiry of the period of six months  commencing on the Final
Claim  Date.  For this  purpose,  proceedings  shall  not be deemed to have been
commenced  unless  they shall have been issued and served upon the Vendor or GTC
or, as the case may be, the Vendor's or GTC's Solicitors.

21.6 The Purchaser  shall  reimburse to the Vendor any sum paid to the Purchaser
by the Vendor in respect of any Liability which is subsequently  recovered by or
paid to the  Purchaser  from any third party  together  (if the Vendor shall not
have  already  recovered  back from the  Purchaser  the full  amount paid by the
Vendor)  with  any  repayment  supplement  under  Section  825 of ICTA or  other
interest (less any taxation thereon) in respect thereof.

21.7 No Liability shall arise and the Purchaser  shall have no claim  whatsoever
against the Vendor in respect thereof:

             21.7.1      if and to  the  extent  that  allowance,  provision  or
                         reserve has been made in the  Completion  Statement  in
                         respect of the  matter to which  such claim  relates or
                         such  matter was taken into  account in  computing  the
                         amount of any such allowance, provision or reserve;


             21.7.2      if and to the  extent  that such  claim  would not have
                         arisen  but  for  any  claim,  election,  surrender  or
                         disclaimer made or notice or consent given or any other
                         thing done after  Completion  by the  Purchaser  or any
                         person  connected  with the Purchaser or the failure or
                         omission of the Purchaser or any person  connected with
                         the  Purchaser  to  make  any  such  claim,   election,
                         surrender or  disclaimer or give such notice or consent
                         or do any  other  thing  under  the  provisions  of any
                         enactment or regulation relating to Taxation;


             21.7.3      if  and  to  the  extent  that  the  Purchaser  has  an
                         indemnity  for or  will  recover  the  loss  or  damage
                         suffered by the Purchaser arising out of such breach or
                         claim  under the terms of any  insurance  policy of the
                         Purchaser  or from any third  party  provided  that the
                         Vendor  shall  indemnify  the  Purchaser  for any costs
                         incurred in  connection  with the  Purchaser  obtaining
                         such  indemnity  or  recovery   (providing   that  such
                         indemnity  does not entail  any  greater  liability  or
                         obligation of the Vendor than it would have incurred as
                         a liability for breach of Warranty); or


             21.7.4      if and to the extent that such claim relates to a claim
                         or liability for Taxation and would not have arisen but
                         for any winding up or cessation after Completion of the
                         Business  or any trade or  business  carried  on by the
                         Purchaser.


21.8 All  amounts  available  for  set-off or  otherwise  liable to be  deducted
pursuant  to  Clause  21.7  above  shall  not be  deducted  for the  purpose  of
determining  the  amount of loss  sustained  in  connection  with the de minimis
limits referred to in Clause 21.2 above.

21.9 The Purchaser  shall not be entitled to recover  damages from the Vendor in
respect of any Liability to the extent that the  Purchaser has already  received
reimbursement or restitution in respect of the same Liability.

21.10 If any claim by any third  party comes to the notice of the  Purchaser  by
reason or in consequence of which any Liability may arise the Purchaser shall:

             21.10.1     as  soon as  reasonably  practicable  (and if  possible
                         within   such  a  period  as  will  afford  the  Vendor
                         reasonable opportunity to lodge a timely appeal against
                         such claim) give written  notice thereof to the Vendor;
                         and


             21.10.2     not make  any  admission  of  liability,  agreement  or
                         compromise   with  any  person  body  or  authority  in
                         relation  thereto  without the prior  agreement  of the
                         Vendor (not to be unreasonably withheld or delayed).

21.11  Provided  that the Vendor  acknowledges  its  obligation to indemnify the
Purchaser in  accordance  with Clause 21.12,  without  prejudice to Clause 21.10
above and Clause 21.12 below,  if the  Purchaser  considers  that it will or may
make a  claim  against  the  Vendor  for  any  Liability,  it  shall  as soon as
practicable so notify the Vendor pursuant to Clause 21.4, and for a period of 60
days after such  notification  shall  grant the Vendor the  opportunity  to take
steps to remedy or avert such Liability.

21.12 The Purchaser shall take such action as the Vendor may reasonably  request
(provided that such action would not harm or be to the detriment of the Business
or any part thereof as carried on by the Purchaser after the Completion Date) to
avoid, dispute, resist, appeal, compromise or defend or mitigate any claim which
would  give rise to any  Liability  on the  basis  that the  Purchaser  shall be
indemnified by the Vendor as to all  reasonable  costs and expenses which it may
reasonably incur by reason of such action.

21.13 In assessing  any damage or other  amounts  recoverable  in respect of any
Liability there shall be taken into account the value of any immediate financial
benefit  obtained by the Purchaser in  consequence of the event or breach giving
rise thereto.

21.14 For the  avoidance  of doubt  nothing  in this  Clause 21 shall in any way
restrict or limit the general obligation at law of the Purchaser to mitigate any
loss or damage which it may suffer in consequence of any Liability.

21.15 Any amount paid by the Vendor  pursuant to the provisions of the Agreement
in  respect  of a breach of any of the  Warranties  or other  provisions  of the
Agreement  shall be  treated as a  reduction  in the  Consideration  paid by the
Purchaser.

22.          GUARANTEES AND INDEMNITIES

22.1 In  consideration  of the  Purchaser  entering  into this  Agreement at the
request of GTC, GTC hereby  undertakes  to the  Purchaser  that the Vendor shall
perform its obligations  and meet its  liabilities  under the provisions of this
Agreement.

22.2 If the Vendor shall fail in any respect to perform any such  obligations or
meet any such  liabilities  under this Agreement or breach any of the Warranties
then GTC shall  forthwith  perform or take any steps  necessary  or desirable to
achieve the due and faithful  performance of the  obligations or satisfaction of
the liabilities of the Vendor and GTC shall  indemnify and hold  indemnified the
Purchaser against any losses, damages, costs, charges and expenses for which the
Vendor  would have been  liable  arising out of or in  connection  with the said
failure or breach.

22.3 In  consideration of the Vendor entering into this Agreement at the request
of Kaneb and STOP, each of Kaneb and STOP hereby jointly and severally undertake
to the Vendor and to GTC that the Purchaser  shall perform its  obligations  and
meet its liabilities under the provisions of this Agreement.

22.4 If the Purchaser shall fail in any respect to perform any such  obligations
or meet any such  liabilities  under  this  Agreement  then Kaneb and STOP shall
forthwith  perform or take any steps  necessary  or desirable to achieve the due
and faithful  performance of the  obligations or satisfaction of the liabilities
of the  Purchaser and Kaneb and STOP shall each  indemnify and hold  indemnified
the Vendor against any losses,  damages,  costs,  charges and expenses for which
the Purchaser  would have been liable  arising out of or in connection  with the
said failure or breach.

22.5 In consideration for GTC guaranteeing the obligations and Warranties of the
Vendor to the Purchaser under  sub-clauses 22.1 and 22.2 above at the request of
the Purchaser and Kaneb,  the Purchaser  shall use all reasonable  endeavours to
procure that GTC is released and discharged from the GTC Guarantees, and without
prejudice to the generality of the foregoing, Kaneb shall provide such guarantee
(or other suitable guarantee from within the Kaneb group of companies) as may be
required for that purpose,  provided that such guarantee is no more onerous than
the current GTC  Guarantee.  Pending  such  release  and  discharge  each of the
Purchaser and Kaneb hereby jointly and severally  indemnifies and shall hold GTC
fully  indemnified  from and against any and all actions,  proceedings,  losses,
damages, liabilities,  obligations, costs, claims, charges and expenses suffered
or incurred by GTC of whatsoever nature arising out of or in connection with all
or any GTC Guarantees ("the GTC Indemnified Claims") to the extent that such GTC
Indemnified Claims relate to periods after the Completion Date.

23.          KANEB, STOP AND PURCHASER'S WARRANTIES

23.1 Each of Kaneb, STOP and the Purchaser hereby warrants and represents to the
Vendor that:

             23.1.1      it has full  power  and  authority  to  enter  into and
                         perform the Agreement  and the Agreement  when executed
                         will constitute a legal,  valid and binding  obligation
                         on it in accordance with its terms;


             23.1.2      the execution and delivery of, and the  performance  by
                         it of its obligations under, the Agreement will not:


                         (a)    result in a breach of or conflict with any  
                                provision of its memorandum or articles of asso-
                                ciation (or other constitutional document); or


                         (b)    result  in a  breach  of or  conflict  with  any
                                order,  judgment  or  decree  of  any  court  or
                                governmental agency or any ordinance, regulation
                                or  agreement to which it is a party or by which
                                it or its assets are bound; or


                         (c)    require  the  consent  of  its  partners  and/or
                                shareholders  (as the case may be) or any  other
                                person,  except to the extent  such  consent has
                                been obtained;


             23.1.3      it acts as principal for the purposes of this Agreement
                         and not as  broker or agent  for  another  person or in
                         concert with another  person and has not at the date of
                         the Agreement any arrangement in place; and


             23.1.4      it  and  its  employees  or  advisers  have  no  actual
                         knowledge of any event, act or  circumstances  which it
                         appreciates at the date hereof  constitutes a breach of
                         the Warranties.

23.2 On  Completion,  each of  Kaneb  and STOP  shall  deliver  to the  Vendor's
solicitors  opinions of Kaneb's  corporate counsel addressed to the Vendor (upon
terms to be agreed) relating to the execution of this Agreement by each of Kaneb
and  STOP  and  their  respective  capacities  to  enter  into  the  guarantees,
indemnities and other provisions herein contained.

24.          ASSIGNMENT

24.1 This Agreement  shall be binding on and shall enure for the benefit of each
party,  its successors and permitted  assigns  provided that, save as set out in
clauses 24.2 and 24.3,  neither  party shall be entitled to assign all or any of
their respective rights and obligations  hereunder without prior written consent
of the other.

24.2 Any party's rights under this Agreement ("Rights") may be assigned by it to
any  associated  company,  and by such  associated  company to any other company
which is  associated  with both the  original  party to this  Agreement  and the
assignor, provided that:

             24.2.1      if such company to which Rights are assigned  ceases to
                         be so  associated,  it shall  assign  the  Rights to an
                         associated  company and, until such assignment  becomes
                         effective,  the Rights  shall cease to be  enforceable;
                         and


             24.2.2      in each case such assignee undertakes in writing to the
                         assignor, for itself and on behalf of the other parties
                         hereto,  to be  bound  by  and  (where  applicable)  to
                         perform all the relevant obligations and limitations of
                         the  assignor  under this  agreement in relation to the
                         rights assigned.


             For the purposes of this Clause 24.2 "associated company" means any
             holding  company of the relevant  party and any  subsidiary of such
             holding company.


24.3         Obligations under this Agreement shall not be assignable.

25.          WAIVER

25.1 No waiver by either party of any of the  requirements  hereof or any of the
rights  hereunder shall release the other from full performance of its remaining
obligations as herein stated.

25.2 No breach of any provision of this Agreement  shall be waived or discharged
except with the express written consent of the relevant party.

26.          NATURE OF AGREEMENT

26.1 The parties  acknowledge  that the Agreement shall  constitute and form the
entire agreement  between them relating to the sale and purchase of the Business
and the Assets to the exclusion of any  antecedent  statement or  representation
whether  oral  written  or implied or  whether  contained  in any  advertisement
particulars  or  other  matters  issued  (including  without  prejudice  to  the
generality  of the foregoing  the  Executive  Summary) or in any  correspondence
entered into by the Vendor or any of its  employees,  servants or agents and the
Purchaser  hereby  acknowledges  that the  Purchaser  has not  entered  into the
Agreement in reliance upon any such statement or representation.

26.2 If at any time any  provision  of this  Agreement  is or  becomes  illegal,
invalid or unenforceable in any respect under the law of any jurisdiction,  that
shall not affect or impair:

             26.2.1      the legality, validity or enforceability in that juris-
                         diction of any other provisions of this Agreement; or


             26.2.2      the legality,  validity or enforceability under the law
                         of  any  other   jurisdiction  of  that  or  any  other
                         provision of this Agreement.

26.3  All  provisions  of the  Agreement  so far as they  are  capable  of being
performed or observed and all  representations  and warranties  herein contained
shall  continue in full force and effect  notwithstanding  Completion  except in
respect of those matters then already performed.

26.4  The  Agreement  shall  remain  in  full  force  and  effect  in so  far as
unimplemented notwithstanding Completion.

27.          COSTS

             Subject to any express provisions in the Agreement to the contrary,
             each Party shall bear its own costs and expenses  incurred by it in
             connection  with the  Agreement and the  transactions  contemplated
             hereby.


28.          ANNOUNCEMENTS

28.1 Subject to sub-clause  28.2, no announcement  concerning the subject matter
of the Agreement or any  ancillary  matter shall be made by either party without
the prior written  approval of the other,  such approval not to be  unreasonably
withheld or delayed.

28.2 Either party may make an announcement  concerning the subject matter of the
Agreement or any ancillary matter if required by:

             28.2.1      the law of any relevant jurisdiction; or


             28.2.2      any securities  exchange or regulatory or  governmental
                         body  to  which  that  party  is  subject  or  submits,
                         wherever situated,  including (without  limitation) The
                         London Stock  Exchange,  whether or not the requirement
                         has the force of law,


             in which case the party  concerned shall take all such steps as may
             be reasonable  and  practicable in the  circumstances  to agree the
             contents of such  announcement  with the other party before  making
             such   announcement   provided   that,  in  any  event,   any  such
             announcement shall be made only after notice to the other party.


29.          CONFIDENTIALITY

29.1 Subject to sub-clause 29.2, each party shall treat as strictly confidential
all information  received or obtained as a result of entering into or performing
the Agreement which relates to:

             29.1.1      the provisions of the Agreement;


             29.1.2      the negotiations relating to the Agreement;


             29.1.3      the subject matter of the Agreement; or


             29.1.4      the other party.


29.2 Either party may disclose information which would otherwise be confidential
if and to the extent:

             29.2.1      required by the law of any relevant jurisdiction;


             29.2.2      required by any  securities  exchange or  regulatory or
                         governmental  body to which  either party is subject or
                         submits,   wherever   situated,    including   (without
                         limitation) The London Stock  Exchange,  whether or not
                         the requirement for information has the force of law;


             29.2.3      required to vest the full benefit of the  Agreement  in
                         either party;


             29.2.4      that such  information is only disclosed to the profes-
                         sional  advisers,  auditors and bankers of each party;


             29.2.5      the information has come into the public domain through
                         no fault of that party; or


             29.2.6      the other party has given its prior written approval to
                         the  disclosure,  such approval not to be  unreasonably
                         withheld or delayed,


             provided   that  any  such   information   disclosed   pursuant  to
             sub-clauses  29.2.1 to 29.2.2 shall be disclosed  only after notice
             to the other party,  provided that nothing in this Agreement  shall
             preclude the Purchaser  from giving notice to the  Reversioner  (as
             defined in Schedule 7) in accordance  with the  requirements of the
             Leases following Completion.


30.          FURTHER ASSURANCE

30.1  Following  the  Completion  Date,  the  Vendor  shall,  from  time to time
immediately  upon request from the  Purchaser,  at the Vendor's  expense,  do or
procure the doing of all acts and/or  execute or procure  the  execution  of all
such  documents in a form  satisfactory  to the  Purchaser to give the Purchaser
full legal and beneficial title to the Assets.

30.2 Each party agrees to execute and deliver to the other or do as  appropriate
all such other documents,  assurances and acts as may be reasonably necessary to
fulfil the provisions of the Agreement or to carry into effect the intentions of
the parties as expressed herein.

31.          LAW AND JURISDICTION

31.1 This  Agreement,  save for the  Scottish  Leasehold  Schedule  and the N.I.
Leasehold  Schedule (and any documents  entered into pursuant to either of those
Schedules), is governed by and shall be construed in accordance with English law
and the parties hereby irrevocably  submit to the exclusive  jurisdiction of the
English  Courts  in  respect  of any  dispute  arising  herefrom  or  any  other
contractual relationship between the parties hereto (save to the extent that any
such disputes relate to the Scottish  Leasehold  Schedule or the Scottish Leases
or the N.I. Leasehold Schedule or the N.I. Lease).

31.2 This  Agreement and such  documents,  to the extent that they relate to the
Scottish  Leasehold  Schedule or the Scottish  Leases,  shall be governed by and
construed  in  accordance  with Scots law and the Courts of Scotland  shall have
exclusive jurisdiction in relation to disputes arising therefrom.

31.3 This  Agreement and such  documents,  to the extent that they relate to the
N.I. Leasehold Schedule or the N.I. Lease, shall be governed by and construed in
accordance with the laws of Northern  Ireland and the Courts of Northern Ireland
shall have exclusive jurisdiction in relation to disputes arising therefrom.

32.          NOTICES

32.1 Any notice or other communication given or made under or in connection with
the  matters  contemplated  by the  Agreement  shall be in writing  (other  than
writing on the screen of a visual  display  unit or other  similar  device which
shall not be treated as writing for the purposes of this Clause).

32.2 Any such notice or other  communication  shall be  addressed as provided in
sub-Clause 32.3 and, if so addressed, shall be deemed to have been duly given or
made as follows:

             32.2.1      if sent by personal delivery, upon delivery at the 
                         address of the relevant party;


             32.2.2      if sent by first class post, when received;


             32.2.3      if sent  by  telex,  when  despatched  but  only if the
                         recipient's  answerback  appears correctly at the start
                         and end of the sender's telex; and

            32.2.4       if  sent by  facsimile,  when despatched (provided that
                         it is received between the hours of 9 a.m. to 5 p.m. on
                         a Business Day otherwise it will be deemed  received by
                         10 a.m. on the next following Business Day)


             provided that if, in accordance with the above provisions, any such
             notice or other communication would otherwise be deemed to be given
             or made outside working hours,  such notice or other  communication
             shall be deemed to be given or made at the start of  working  hours
             on the next Business Day.

32.3 The relevant addressee,  address and facsimile number of each party for the
purposes of the Agreement, subject to sub-Clause 32.4 are:


       Name of Party                        Addr                   Facsimile No.

The Vendor: ....................  c/o GATX Terminals Corporation   0013126216647
                                      500 West Monroe Street
                                      Chicago, Illinois 60661, USA

For the attention of:

R.J. Ciancio ....................  As above                         As above
Legal Department
And

Copied to:
Jonathan Riley .................   190 Strand                      0171 379 6854
Lawrence Graham ................   London WC2R 1JN

The Purchaser, KANEB or STOP: ..   Kaneb Pipe Line Company         0019726991894
For the attention of: ...........  2435 N Central Expressway
Edward D Doherty ................  Suite 700
Kaneb Pipe Line Company .........  Richardson, Texas 75080-2731

Copied to: ......................  Ashurst Morris Crisp           0171 972 7990
David Kershaw ...................  Broadwalk House
Ashurst Morris Crisp ............  5 Appold Street
                                   London EC2A 2HA

Copied to: .....................   Support Terminals Operating  001 972 931 6526
Fred T. Johnson ................   Partnership, L.P.
Support Terminals Operating        17304 Preston Road
Partnership, L.P................   Suite 1000
                                   Dallas, Texas 75252

GTC: ...........................   500 West Monroe Street       001 312 621 6647
                                   Chicago, Illinois 60661, USA

for the attention of:
Anthony J. Andrukaitis
President
Copied to: R J Ciancio
Legal Department

Copied to:
Jonathan Riley                        190 Strand                  0171 379 6854
Lawrence Graham ...................  London WC2R 1JN



32.4 Either party may notify the other party to the Agreement of a change to its
name,  relevant  addressee,  address,  telex number or facsimile  number for the
purposes  of  sub-Clause  32.3  provided  that such  notification  shall only be
effective on:

             32.4.1      the date  specified  in the  notification  as the  date
                         on which the  change is to take place; or


             32.4.2      if no date is specified  or the date  specified is less
                         than the five  clear  business  days  after the date on
                         which  notice is given,  the date  falling  five  clear
                         business  days after notice of any such change has been
                         given.


33.          VARIATIONS

             This  Agreement  may  not be  released,  discharged,  supplemented,
             amended,  varied or  modified  except by an  instrument  in writing
             signed by a duly authorised  representative  of each of the parties
             hereto.

34.          COUNTERPARTS

             This Agreement may be executed in any number of counterparts and by
             the different parties in different  counterparts each of which when
             executed and  delivered  is an  original.  Any party may enter into
             this Agreement by executing a counterpart  and this Agreement shall
             not take effect  until it has been  executed by all the parties but
             all such  counterparts  shall be deemed to  constitute  one and the
             same instrument.

AS WITNESS the hands of the parties or their duly authorised representatives the
day and year first before written.


Executed and delivered as a deed                     )
by GATX TERMINALS LIMITED                            )
pursuant to a resolution of the                      )
Board of Directors                                   )
acting by                                            )

B. P. HUGHES                                         Director

S. SEXTON                                            Director/Secretary


Executed and delivered as a deed                     )
by ST SERVICES LTD.                                  )
pursuant to a resolution of the                      )
Board of Directors                                   )
acting by                                            )

ED DOHERTY                                           Director

RONALD SCOGGINS                                      Director/Secretary


Executed and delivered as a deed                     )
by ST EASTHAM LTD.                                   )
pursuant to a Resolution of the                      )
Board of Directors                                   )
acting by                                            )

ED DOHERTY                                           Director

RONALD SCOGGINS                                      Director/Secretary


Executed and delivered as a deed                     )
by GATX TERMINALS CORPORATION                        )
pursuant to a resolution of the                      )
Board of Directors                                   )
acting by                                            )

RICHARD J. DESIDERIO                                 Vice President

BRONIA WASSERMAN                                     Assistant Secretary


Executed and delivered as a deed                     )
by KANEB PIPE LINE PARTNERS L.P.                     )
pursuant to a resolution of the                      )
Board of Directors of Kaneb Pipe Line                )
Company as the General Partner                       )
acting by                                            )

RONALD SCOGGINS                                      Sr. Vice President

MICHAEL GLAZER                                       Assistant Secretary


Executed and delivered as a deed                     )
by  SUPPORT TERMINALS                                )
OPERATING PARTNERSHIP, L.P.                          )
pursuant to a resolution of the                      )
Board of Directors of Support Terminal               )
Services Inc. as the General Partner                 )
acting by                                            )


RONALD SCOGGINS                                      Sr. Vice President

MICHAEL GLAZER                                       Assistant Secretary